2021 (1) TMI 391 - Tri - Companies Law

Restoration of name of the Company in the Register of Companies maintained by the Registrar of Companies Kochi - Section 252 of the Companies Act 2013 - HELD THAT - This Tribunal is of the opinion that it would be just and equitable to order restoration of the name of the Company in the Register of Companies. The Registrar of Companies the respondent herein is ordered to restore the original status of the Appellant Company as if the name of the Company has not been struck off from the Register of Companies and take all consequential actions like change of company s status from Strike off to Active (for e-filing) and to intimate the bankers about the restoration of the name of the company so as to defreeze its accounts. The Registrar of Companies Kochi is also directed to allow for filing of the Annual Returns and Financial Statements by the Company to restore the name of the Company - Application allowed.

Summary

Issues:
1. Restoration of the name of the Company in the Register of Companies under Section 252 of the Companies Act, 2013.

Analysis:
The Company Appeal was filed seeking direction to restore the name of the Appellant Company in the Register of Companies maintained by the Registrar of Companies, Kochi, due to non-filing of Financial Statements and Annual Returns for the Financial Years ending 31.03.2017 to 31.03.2019. The Appellant claimed the non-filing was inadvertent and not deliberate, offering to file all outstanding statutory documents upon restoration. The Respondent, ROC, justified the strike off action citing non-compliance with Sections 92/137 of the Companies Act, 2013, and following due process for strike off. ROC argued that the Directors' negligence triggered the strike off, fully substantiating the action under Section 248 of the Act.

The Tribunal considered the arguments presented by both parties and reviewed the documents, including the latest Balance Sheets and Financial Statements of the Company. The Tribunal noted the provision for restoration of the company's name under Section 252(3) of the Companies Act, 2013, allowing restoration if the company was carrying on business or it is just to do so. The Tribunal found it just and equitable to order restoration, directing the ROC to restore the company's status to 'Active' and allowing for filing of Annual Returns and Financial Statements.

The Tribunal issued specific directions to the Appellant Company, including filing statutory documents with prescribed fees, submitting an undertaking regarding the accounts not being used for illicit transactions, and paying costs to PM CARES FUND. The Appellant was instructed not to dispose of assets until compliance, and the ROC was directed to publish the restoration order. Additionally, the Tribunal clarified that the restoration order did not limit the ROC's power to proceed against the Company and its Directors for any alleged late filings or non-compliances under the Companies Act, 2013.

In conclusion, the Company Appeal was disposed of with the restoration order and accompanying directions, emphasizing compliance with statutory requirements and ongoing obligations under the Companies Act, 2013.