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2021 (1) TMI 722 - Tri - Companies LawDirection to restore the name of the Company in register of Companies - Section 252(3) of the Companies Act, 2013 - direction to Respondent to place the company, directors and all other persons in the same position as nearly as may be as if the name of the company had not been struck off from the register of companies - HELD THAT - It is seen from the pleadings and documents that not only Annual Balance Sheets and Financial Statements have been submitted by the Appellants, but a. copy of the Axis Bank i.e., A/c No. 912020061365270 for the period 01.04.2017 to 31.03.2018 has been filed. Further, the counsel for the Applicant has also submitted copies of Assets and Liabilities, Revenue figures, profit/loss figures for various years based on the Audited Financial Statements, from which it appears that the Applicant's Company has been doing business but failed to file Annual Returns and Income Tax Returns due to oversight and unintentional. The provisions of Section 252(3) of the Act stipulate that this Tribunal may direct restoration of a Company's name, if it is just and equitable to do so. In view of the above evidence, refusal to restore will be an excessive penalty for the over-sight on the part of the Applicant's Company - this Tribunal is of the opinion that it would be just and proper to order the restoration of name of the Applicant's Company in the Register of Companies, maintained by the RoC Hyderabad, Telangana. The Applicant shall file all the pending Financial Statements and Annual Returns with RoC as per the Act and Rules made thereunder. It shall also comply with the provisions of the Companies Act, 2013 without any delay in future. Form INC 28 shall also be filed as per procedure - the Applicant is directed to pay the cost of ₹ 25,000/- to the RoC while submitting the documents. This is for the expenses to be incurred by RoC for publication in the Official Gazette and for other related expenses. Accordingly, the instant Application is allowed.
Issues involved:
- Restoration of company name in register of companies under Section 252(3) of the Companies Act, 2013 - Reinstatement of directors' DINs - Filing of pending Financial Statements and Annual Returns - Publication of order in the official Gazette - Compliance with statutory requirements Detailed Analysis: 1. Restoration of Company Name: The Applicant, a Shareholder cum Director of the Company, filed an Application seeking restoration of the Company's name in the register of companies. The Company had failed to file Financial Statements and Annual Returns for the Financial Year 2018-19, resulting in its name being struck off by the Registrar of Companies (RoC). The Applicant presented evidence of the Company's business operations and financial status, demonstrating oversight in compliance rather than deliberate default. The Tribunal, after reviewing the pleadings and documents, found it just and equitable to order the restoration of the Company's name in the Register of Companies maintained by the RoC. 2. Reinstatement of Directors' DINs: The Applicant also sought reactivation of the Directors' DINs, emphasizing the Company's continued business activities despite the compliance lapse. The Tribunal acknowledged the oversight in filing statutory documents and directed the Applicant to ensure timely compliance with the Companies Act, 2013 in the future. The restoration order included a requirement for the Company to file all pending Financial Statements and Annual Returns, along with Form INC 28 as per procedure. 3. Filing of Pending Financial Statements and Annual Returns: In response to objections raised by the RoC regarding the Company's default in filing financial statements and annual returns, the Tribunal noted that the Applicant had submitted Annual Balance Sheets, Financial Statements, and other relevant documents. The Tribunal emphasized the importance of compliance and directed the Applicant to file all pending Financial Statements and Annual Returns with the RoC as per the Act and Rules, ensuring future compliance without delay. 4. Publication of Order in Official Gazette: As part of the restoration process, the Tribunal directed the Applicant to publish the order in the official Gazette within 30 days from the date of receipt. Additionally, the Applicant was instructed to pay a cost of ?25,000 to the RoC for expenses related to publication and other associated costs, further facilitating the restoration of the Company's name in the Register of Companies. 5. Compliance with Statutory Requirements: The Tribunal's decision focused on balancing the need for regulatory compliance with the understanding of inadvertent lapses by the Company. By ordering the restoration of the Company's name and reinstatement of directors' DINs, along with the requirement to fulfill pending statutory obligations and pay associated costs, the Tribunal aimed to ensure future adherence to legal requirements while addressing the consequences of past non-compliance effectively.
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