2020 (11) TMI 851 - Tri - Companies Law

Appellant Company's Name Restored in Register with Conditions

The Tribunal ordered the restoration of the Appellant Company's name in the Register of Companies, subject to compliance with specified conditions, ... Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252 of the Companies Act, 2013 - HELD THAT:- The provision pertaining to the restoration of the name of the Company as provided in Section 252 (3) of Companies Act. I had gone through the report dated 06.07.2020 submitted by Registrar of Companies in the instant appeal. I have also gone through the latest Balance Sheets and Financial Statements of the Company for the year ending 31st March 2019 and also the Income Tax Return Acknowledgment for the Assessment Year 2019-20. I have given careful consideration to the submission made by the learned counsel for the Appellant in regard to the production of NOC etc. 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, in the certain conditions - 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 restoration of the name of the company so as to defreeze its accounts, provided the Appellant Company produce the documents. Application allowed. Issues Involved:1. Non-filing of financial statements and annual returns.2. Compliance with regulatory norms for quarrying operations.3. Restoration of the company's name in the Register of Companies.4. Submission of necessary documents and approvals.5. Payment of costs and compliance with the Tribunal's order.Issue-Wise Detailed Analysis:1. Non-filing of Financial Statements and Annual Returns:The Appellant Company failed to file financial statements and annual returns for the financial years ending on 31.03.2012, 31.03.2013, 31.03.2014, 31.03.2015, and 31.03.2016. The Registrar of Companies (ROC) initiated action under Section 248(1) and struck off the company under Section 248(5) of the Companies Act, 2013. The ROC's report confirmed that the company did not file its balance sheets and annual returns since incorporation in 2011, violating Sections 92 and 137 of the Companies Act, 2013.2. Compliance with Regulatory Norms for Quarrying Operations:The Appellant Company’s operations were hindered due to regulatory compliance issues faced by its Sister Concern, M/s Thiruvampady Stone Crushers Private Limited. The Regulatory Authorities halted the quarrying operations due to non-compliance with environmental and other regulatory norms. The Government of Kerala mandated environmental clearance for quarrying operations, which affected the Appellant Company’s ability to commence its operations.3. Restoration of the Company's Name in the Register of Companies:The Tribunal considered the provisions of Section 252(3) of the Companies Act, 2013, which allows for the restoration of a company's name if it is just and equitable. The Tribunal found it just to restore the company's name, given the circumstances and the company's fixed assets worth INR 46,13,000.4. Submission of Necessary Documents and Approvals:The Tribunal directed the Appellant to submit various documents, including No Objection Certificates (NOCs) from the Kerala State Pollution Control Board and the Geological Department, permits under the Kerala Panchayath Building Rules, and certificates related to explosives and pollution. The Appellant produced some documents but failed to submit all required documents initially. Later, additional documents were submitted, including applications for quarrying permits and explosive licenses.5. Payment of Costs and Compliance with the Tribunal's Order:The Tribunal ordered the restoration of the company's name on the condition that the Appellant submits the required documents and pays a cost of Rs. 50,000 to the Central Government. The Appellant was directed to file all statutory documents with prescribed fees within 30 days of restoration. The shareholders were required to submit an undertaking stating that the company's accounts were not used for transacting tainted money during demonetization. The company was also instructed not to alienate or dispose of any valuable assets until compliance with the order.Conclusion:The Tribunal ordered the restoration of the Appellant Company's name in the Register of Companies, subject to compliance with specified conditions, including submission of necessary documents and payment of costs. The Tribunal emphasized the importance of fulfilling statutory duties and regulatory requirements to avoid such issues in the future. The Company Appeal No. CA/31/KOB/2020 was disposed of on these terms.