2022 (5) TMI 583 - Tri - Companies Law

Seeking restoration of name of the company in the Register of Companies being maintained by the Registrar of Companies, Guwahati, Assam - section 252 of Companies Act, 2013 - HELD THAT - On perusing the materials made available on record along with the report of the ROC, it is opined that it would be just and equitable to revive the name of the company Well Will Infrastructures Private Limited in the statutory register as being maintained by the Registrar of Companies, Guwahati. In exercise of the powers conferred on the Tribunal under section 252(3) of the Companies Act, 2013, the present Petition is partly and conditionally allowed with directions and subject to the compliance of conditions issued - application allowed.

Issues Involved:
1. Restoration of the company's name in the Register of Companies.
2. Compliance with statutory requirements and filing of pending returns.
3. Justification for the company's non-compliance.
4. Conditions for restoration.
5. Disqualification of directors.

Issue-wise Detailed Analysis:

1. Restoration of the Company's Name in the Register of Companies:
The Petitioner sought the restoration of the company's name, Well Will Infrastructures Private Limited, which was struck off by the Registrar of Companies (ROC), Guwahati, on 23.07.2018. The Petitioner, a director of the company, filed the petition under Section 252(3) of the Companies Act, 2013, seeking to restore the company's name in the register with immediate effect.

2. Compliance with Statutory Requirements and Filing of Pending Returns:
The company failed to file its statutory returns since the financial year 2014-2015. The Petitioner contended that the failure to file returns was due to negligence on the part of the company's accountant and the prolonged illness of the director. The ROC justified the striking off by stating that the company had not filed any financial statements since FY 2014-2015 and was presumed inactive.

3. Justification for the Company's Non-Compliance:
The Petitioner argued that the company had been active since its incorporation and had convened its Annual General Meetings regularly. The failure to file annual returns and financial statements was unintentional and not deliberate. The company had prepared all requisite documents for filing returns before the ROC but could not file them in due time.

4. Conditions for Restoration:
The Tribunal, considering the merits of the petition and the documents annexed, found it just and equitable to revive the company's name. The restoration was subject to several conditions:
- The company must file all pending statutory documents, including Annual Accounts and Annual Returns from FY 2015-16 onwards, with prescribed fees/additional fees/fines.
- The company's representative must personally ensure compliance with the order.
- The company must pay Rs. 30,000.00 as a cost for revival.
- The Petitioner must deliver a certified copy of the order to the ROC within thirty days.
- The ROC must publish the order in the Official Gazette.

5. Disqualification of Directors:
The ROC noted that the directors of the company were disqualified under Section 164(2) of the Companies Act, 2013, due to non-filing of DIR-3 KYC. The Tribunal clarified that the restoration of the company's name does not entitle the activation of the DIN of the disqualified directors. The Tribunal also mentioned that the order is confined to the violations leading to the striking off and does not preclude the ROC from taking action for other violations committed by the company.

Conclusion:
The Tribunal partly and conditionally allowed the petition for restoration of the company's name, subject to compliance with the specified conditions. The C.P No. 07/252(3)/GB/2022 was disposed of with directions for the ROC to restore the company's status and for the Petitioner to ensure compliance with statutory requirements.

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