2022 (9) TMI 806 - Tri - Companies Law

Seeking restoration of the name of the company, which was struck off by the Registrar of Companies, NCT of Delhi - section 252 of the Companies Act 2013 - HELD THAT - It is seen from the documents available on record that the company possesses lands registered in its name. Besides it is seen that the appeal has been filed within the stipulated period prescribed under Section 252 of the Act. Needless to say, that Income Tax Department and ROC have raised no specific objection against the restoration of the Company subject to filing of statutory returns on payment of fees as prescribed. Moreover, nobody would be prejudiced by the restoration of the name of the Company. On the contrary, the restoration is clearly in the interest of the Company. Even, if the management of the Company entrusted with the responsibility of filing of statutory returns had failed to do so, yet since the Company is a running company and the application has been filed in time, the Tribunal clearly has the power to restore the name of the Company. The lapses on the part of the management in non-filing of annual returns and financial statements in time can be countered by imposing cost. In the given facts and in order to achieve the most satisfactory and fairest solution, the restoration of the running company despite its default is clearly in the interest of the company, although, there is a delay in filing the annual returns as well as financial statement before the RoC, however, the same can be compensated by way of requisite late filing fees. The filings of the annual return as well as balance sheet before the RoC were only inadvertent in nature and not willful. Accordingly, the impugned order dated 29.10.2019 passed by the RoC, whereby the name of the present appellant was struck-off from the Registrar of the Companies is hereby set aside, subject to deposit of cost of Rs. 1,00,000/- in the Prime Minister Relief Fund - It is ordered that the company's name will stand restored to its original position, as if it had not been struck-off, but the same is subject to filing of all outstanding documents as required under law - Appeal allowed.

Summary

Issues:
1. Restoration of the name of a struck-off company under Section 252 of the Companies Act 2013.

Analysis:
The appeal was filed seeking restoration of the name of a company struck off by the Registrar of Companies without proper notice. The appellant, the sole director of the company, argued that due to lack of awareness and negligence, the company failed to file annual returns and balance sheets. The company's main assets were lands, and it was seeking restoration based on this. The appellant cited cases where restoration was ordered due to similar circumstances.

The Registrar of Companies contended that the company did not file documents to prove its status as a dormant company and had not conducted business operations, justifying the striking off of its name. The Tribunal considered the provisions of Section 252 of the Companies Act, which allow restoration if the company was carrying on business, in operation, or if restoration is justifiable. The Tribunal referred to relevant case law supporting restoration in cases where the company was active and running.

The Tribunal noted that the company had filed income tax returns for certain financial years but had not filed other statutory documents. It referred to judgments where restoration was granted due to inadvertent non-filing of documents. The Tribunal found that the restoration of the running company, despite defaults in filing, was in the company's interest. It ordered the restoration of the company's name, subject to the deposit of a specified cost and completion of all required formalities and filings.

In conclusion, the Tribunal allowed the appeal, setting aside the Registrar's order to strike off the company's name. The restoration was subject to fulfilling all legal requirements, including the payment of costs and late fees. The Tribunal emphasized that the non-filing was inadvertent and not willful, thus ordering the restoration of the company's name to its original position.

This detailed analysis of the judgment highlights the legal arguments, case law references, and considerations made by the Tribunal in deciding on the restoration of the struck-off company's name under the Companies Act 2013.