2019 (5) TMI 1533 - Tri - Companies Law

Company name restored in Register after showing business activity and compliance with directives.

The Tribunal allowed the petition for restoration of the Company's name in the Register of Companies under Section 252(3) of the Companies Act, 2013. The ... Restoration of the name of the Company in the Register of Companies - Section 252(3) of the Companies Act, 2013 - whether the Company was, at the time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the Company be restored to the register of companies? HELD THAT:- The statement of account from 01.01.2011 to 25.02.2019 of the Company with Canara Bank, has been filed at Annexure A-7 of the petition to show that the Company was carrying on business at the time when its name was struck off from the Register of Companies - the Company has been able to show that it was carrying on business or in operation at the time of its name being struck off from the register of companies - In the submissions made on behalf of the ROC, no objection to the restoration of the name of the Company, has been raised. The ingredients provided for in Section 252(3) of the Act, are satisfied. The name of the company to be restored in the Register of Companies, subject to deposit of ₹60,000/- as costs with the Pay and Accounts Officer, Ministry of Corporate Affairs within a period of three weeks from the receipt of certified copy of this order - petition allowed. Issues:1. Restoration of the name of the Company in the Register of Companies under Section 252(3) of the Companies Act, 2013.Detailed Analysis:1. The petition filed by the Company seeks restoration of its name in the Register of Companies under Section 252(3) of the Companies Act, 2013, due to default in filing financial statements and annual returns for the period 2012-13 to 2016-17.2. The Company's director verified the affidavit accompanying the petition, and the certificate of incorporation, along with details of authorized and paid-up capital, were submitted as part of the record.3. The Registrar of Companies struck off the Company's name from the register due to non-compliance, as per Section 248(5) of the Act, for failure to file financial statements and annual returns. The Company, however, claims to have maintained all necessary documentation and filed other tax returns.4. The Company asserts that non-compliance was unintentional, attributing it to inadvertence and ignorance on the part of the Directors, and pledges to file all outstanding statutory documents if the name is restored.5. During the hearing, the Company argued that it was actively carrying on business and generating revenue when its name was struck off, supported by financial statements, income tax returns, and bank account statements.6. The Tribunal considered the submissions and evidence presented, focusing on whether the Company was operational at the time of deregistration, as required by Section 252(3) of the Act.7. The Company's business activities, revenue details, income tax returns, and bank account statements demonstrated its operational status, leading to the conclusion that the conditions under Section 252(3) were met.8. The Tribunal allowed the petition, ordering the restoration of the Company's name in the Register of Companies upon payment of costs and compliance with specified directions, including filing pending financial statements and annual returns.9. Additional directives were issued regarding publication of the order, payment of fees, compliance with the Companies Act, potential actions by the Registrar of Companies and the Income Tax Department, and communication of the order to relevant parties.