2021 (7) TMI 187 - Tri - Companies Law

Prayer for restoring the name of the company in the Register maintained by the Registrar of Companies, Mumbai - Section 252(1) of the Companies Act, 2013 - HELD THAT - The books of the Petitioner Company reflect that the company is in operation and Members intend to continue its business operations of the company. Therefore, it seems to be just and equitable and deserves to restore the name of the company in the Statutory Register of Companies maintained by the Respondent Registrar of Companies. The prayer sought by the Petitioner company deserves to be allowed - the name is restored - application allowed.

Summary

Issues:
Restoration of company's name in the Register of Companies due to non-compliance with filing financial statements and annual returns for three consecutive years.

Analysis:
The petition was filed under Section 252(1) of the Companies Act, 2013, seeking restoration of the company's name in the Register maintained by the Registrar of Companies, Mumbai. The petitioner company, engaged in real estate activities, failed to file financial statements and annual returns for the financial years 2016-17, 2017-18, and 2018-19. The petitioner attributed the non-compliance to unavoidable circumstances, emphasizing that it was not intentional and that income tax returns were filed promptly.

The petitioner assured to complete all pending legal compliances, including filing financials and returns, once the company's name is restored. The company's authorized share capital was ?20,00,000 divided into 2,00,000 equity shares of ?10 each, with Mr. Ajitsinh Gopaldas Thakkar and others as shareholders. The non-filing of annual e-forms was described as accidental and due to inadvertence, despite regularly holding Annual General Meetings for financial statements' approval as required by the Companies Act, 2013.

The Respondent, Registrar of Companies, detailed the sequence of events leading to striking off the company's name, including issuing notices, publication on the ministry's website and in official gazettes and newspapers, and ultimately striking off the name due to lack of representation against the action. Upon reviewing the company's audited accounts, the Bench noted the company's financial position, including investments, inventories, cash equivalents, share capital, reserves, and borrowings for the years ended 31.03.2018 and 31.03.2019.

The Bench observed that the company was operational, with members intending to continue its business operations, justifying the restoration of the company's name in the Register of Companies. Consequently, the petition was allowed, directing the restoration of the company's name subject to payment of ?30,000 as cost to the "PM-CARES Fund" and filing of all pending financial statements and annual returns with applicable fees within thirty days. Failure to comply would automatically vacate the order, thereby disposing of the company appeal.