2019 (8) TMI 879 - Tri - Companies Law

Successful Appeal for Company Restoration under Companies Act 2013: Compliance Emphasized

The appeal under Section 252(3) of the Companies Act, 2013, seeking restoration of M/s. Jindal Nirman Private Limited in the Register of Companies was ... Restoration of Company in the Register of Companies maintained by the Registrar of Companies, West Bengal - Section 252 (3) of the Companies Act, 2013 - HELD THAT:- The Company has got unsecured long term and short term loans which have been invested in the real estate properties and shares since beginning and the same status, more or less, has continued till 31st March, 2018 - The company has also provided us the copy of bank statement as Annexure A-7 and Copies of Income Tax Return marked as Annexure 6. The above facts lead us to a conclusion that the Company made investment in properties in the initial period itself which is continuing. It is also pertinent to mention that investment in such properties is of a significant value and in case the Company is struck off, it may cause irreparable loss and disposal of such properties may be legally difficult - we do not find any merit in the contention of the appellant that they came to know the status of the Company being struck off only when statements were being submitted online as ROC has clearly mentioned that the Company and Directors were made aware of the action being taken by ROC under Section 248 of the Companies Act, 2013. The ROC, Kolkata is directed to restore the original status of the Applicant Company namely M/s. Jindal Nirman Private Limited as if the name of the company had not been struck off from the Register of Companies with resultant and consequential actions like changing status from 'STRUCK OFF' to 'ACTIVE; activating DIN No. of the Director, applicant, etc. - appeal disposed off. Issues: Restoration of Company M/s. Jindal Nirman Private Limited in Register of CompaniesAnalysis:1. Background and Contentions:- The appeal was filed under Section 252(3) of the Companies Act, 2013 by a shareholder seeking restoration of M/s. Jindal Nirman Private Limited in the Register of Companies.- The company was incorporated in 2008 with specific objectives related to real estate business.- The company had 6 shareholders and a specific share capital structure.- Non-compliance issues arose as the company failed to file Annual Financial Statements and Annual Returns for several years.2. Reasons for Strike-off:- The Registrar of Companies (ROC) struck off the company's name due to non-functioning and non-compliance with filing requirements, as per Section 248 of the Companies Act, 2013.- The ROC issued notices, but no response was received, leading to the strike-off in 2017.3. Arguments and Evidence:- The appellant presented financial statements, bank statements, and income tax records to support the restoration claim.- The company had significant investments in real estate properties and shares, indicating ongoing operations.4. Judgment and Directions:- The Tribunal noted the company's investments and the potential loss if struck off, but rejected the appellant's claim of ignorance regarding strike-off status.- Imposed a cost of Rs. 25,000 for each year of default, totaling Rs. 1,75,000, to be paid for restoration.- Directed ROC to restore the company's status, change from 'STRUCK OFF' to 'ACTIVE,' and ensure compliance with pending statutory filings within 30 days.- Mandated the company's representative to oversee compliance and pay the restoration cost promptly.- Ordered publication of the restoration order in the official Gazette and allowed ROC to take further legal actions for any other violations.5. Conclusion:- The appeal was allowed with specific directions for restoration and compliance within stipulated timelines and costs.- The judgment emphasized the importance of statutory compliance and the consequences of non-compliance leading to strike-off.6. Disposition:- Appeal No. 778/ KB/ 2019 was disposed of, with provisions for urgent issuance of a certified copy upon compliance with formalities.