2021 (10) TMI 226 - Tri - Companies Law

Company restoration granted with conditions for compliance, cost payment & tax issues resolved independently

The tribunal allowed the restoration of a company to the Register of Companies, subject to compliance with statutory filings, payment of restoration ... Seeking restoration of name of the company in the Register of Companies being maintained by the Registrar of Companies - section 252 of Companies Act - Maintainability of petition - HELD THAT:- As per the record, the Petitioners have preferred the present appeal under section 252(1) of the Companies Act as being the Promoter, Ex-Director & Shareholder of the Struck off Company. They are eligible to file the present appeal for restoration of the company’s name in the register of the ROC. Hence, the present appeal is found maintainable. It is considered just and equitable to revive the name of the company, DIHINGIA MOTORS PRIVATE LIMITED in the statutory register as being maintained by the Registrar of Companies, Guwahati. The Registrar of Companies, North Eastern Region, Guwahati, the Respondent herein, is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from ‘struck off’ to ‘Active’ - Petitioner company is directed to file all pending statutory documents(s) including Annual Accounts and Annual returns for the Financial Yea₹ 2015-16 to 2019-20 along with prescribed fees/additional fee/fine as decided by Registrar of Companies, Assam. Application allowed. Issues Involved:1. Restoration of the company’s name in the Register of Companies.2. Compliance with pending statutory filings.3. Addressing objections from the Income Tax Department.4. Conditions for restoration.Detailed Analysis:Restoration of the Company’s Name in the Register of Companies:The appellants sought the restoration of the name of Dihingia Motors Pvt. Ltd., which was struck off by the Registrar of Companies (ROC), Guwahati, on 04.11.2019. The appellants, as shareholders, requested the tribunal to set aside the ROC's order and restore the company's name to its original status. The company was incorporated on 08.07.2014 and engaged in the business of dealing in vehicles and related services. The tribunal noted that the company had been operational, as evidenced by financial statements and bank transactions, despite the ROC's claim that it had not been carrying on business.Compliance with Pending Statutory Filings:The petitioners admitted that the company failed to file its Annual Financial Statements and Annual Returns for the financial years 2015-16 to 2019-20. They attributed this non-compliance to a lack of professional guidance and the mistaken belief that filing was unnecessary due to the absence of major assets or liabilities. The petitioners expressed their readiness to complete all pending filings along with any additional fees or penalties.Addressing Objections from the Income Tax Department:The Income Tax Department raised concerns about outstanding tax demands and requested that the company be directed to clear these dues. The tribunal acknowledged these objections but clarified that the restoration order did not address the tax dispute, which the parties could resolve independently.Conditions for Restoration:The tribunal decided to conditionally allow the appeal, directing the ROC, Guwahati, to restore the company's name to the register with the following conditions:1. The company must file all pending statutory documents for the financial years 2015-16 to 2019-20 with the prescribed fees.2. The company must pay a restoration cost of Rs. 50,000 through the MCA portal.3. The petitioners must deliver a certified copy of the tribunal's order to the ROC within thirty days.4. The ROC must publish the restoration order in the Official Gazette.5. The restoration does not preclude the ROC from taking action for any other violations committed by the company before or during the period it was struck off.The tribunal emphasized that the restoration was just and equitable, considering the company's active status and the unintentional nature of the non-compliance. The appeal was found to be within the limitation period, and the tribunal directed the petitioners to ensure compliance with the order personally.Conclusion:The tribunal allowed the restoration of Dihingia Motors Pvt. Ltd. to the Register of Companies, subject to compliance with statutory filings, payment of restoration costs, and addressing any outstanding issues with the Income Tax Department independently. The order aimed to provide the company a fair chance to revive its business activities, benefiting both the shareholders and the government.