2020 (11) TMI 294 - Tri - Companies Law

Tribunal orders restoration of struck-off company name for active business ops despite non-filing Annual Returns.

The Tribunal ordered the restoration of a struck-off company's name in the Register of Companies due to evidence of active business operations, despite ... Restoration of the name of the struck off company - Section 252(3) of the Companies Act, 2013 - HELD THAT:- The company has failed to file returns for three Financial Years which prompted ROC, (Dadra & Nagar Haveli) Gujarat to strike off the name of such company from its Register of Companies. No plausible explanation has been given for such failure. Although, it has been claimed that notice u/s 248(1) was not served but it is noted that notice in Form STK-5 containing name of this company was published. The Company is no doubt having business operations and has got capital liabilities as well as assets in its balance sheet. Company has already substantial revenue of ₹ 33.64 Crores and ₹ 14.58 Crores in the year 31.03.2018 and 31.03.2017 respectively. The revenue is increased in yearly basis. Thus, the name of the company needs to be restored in the Register of Companies maintained by ROC, (Dadra & Nagar Haveli), Gujarat from the date of its striking off - However, for non-compliance of provisions of Companies Act, 2013 relating to filing of statutory returns without plausible explanation, even after having substantial operations, suitable cost needs to be imposed. Application allowed. Issues: Restoration of Struck Off Company's NameAnalysis:1. Non-filing of Annual Returns: The company failed to file its Annual Returns for multiple financial years, leading the Registrar of Companies (ROC) to believe that the company was not carrying on business operations, resulting in the striking off of the company's name.2. Contentions of the Applicant: The Applicant, represented by counsel, contended that the company was always in operation and carrying on business, attributing the failure to file statutory returns to inadvertent mistakes. The Applicant claimed that notice under Section 248(1) of the Companies Act, 2013 was not served, although Form STK-5 notice was published as required by law.3. ROC Report and Decision: The ROC did not appear but submitted a report suggesting that the matter be decided on merits. Upon reviewing the submissions and evidence, the Tribunal noted the company's substantial revenue, assets, and liabilities, indicating active business operations. The Tribunal ordered the restoration of the company's name in the Register of Companies, subject to the payment of costs for non-compliance with statutory requirements.4. Order for Restoration: The Tribunal directed the ROC to restore the company's status to 'Active' and instructed the company to file all pending statutory documents within 45 days of restoration. Additionally, a cost of Rs. 50,000 for each year of default was imposed, to be paid online within 30 days. The company was also required to deliver a certified copy of the order to the ROC for publication in the official Gazette.5. Compliance and Future Actions: The company's representative was tasked with ensuring compliance with the order. The Tribunal clarified that the restoration order was limited to the violations leading to the striking off and would not prevent the ROC from taking further legal actions for any other violations committed by the company.6. Disposal of Company Appeal: The Tribunal disposed of the Company Appeal accordingly, allowing for the issuance of an urgent certified copy of the order upon completion of formalities.