2021 (11) TMI 559 - Tri - Companies Law

Company Name Restored in Register of Companies under Section 252

The Tribunal granted the application under Section 252 of the Companies Act, 2013, for restoration of the company's name in the Register of Companies. ... Restoration of company struck off - power of Tribunal under Section 252 of the Companies Act, 2013 - reinstatement subject to fulfillment of statutory compliances - consequential actions on restoration (status change, DIN activation, bank intimation) - filing of INC-28 and payment of prescribed fees/additional fees - condition of payment of costs for revival - order confined to violations that led to striking off without precluding further action by ROCRestoration of company struck off - power of Tribunal under Section 252 of the Companies Act, 2013 - Application under Section 252 for restoration of the company's name in the Register of Companies was allowed. - HELD THAT: - The Tribunal, after considering the applicant's averments and the Registrar's report, accepted that the company had been operational, that the failure to file statutory returns arose from inadvertence, and that the necessary documents were ready for filing. Exercising powers under Section 252 and the NCLT rules, the Tribunal found the case fit for restoration in the interest of the company, its shareholders and creditors and ordered restoration of the company's status as if it had not been struck off. [Paras 9, 11]The company is to be restored to the Register and the application CA No. 07/252/HDB/2021 is allowed.Reinstatement subject to fulfillment of statutory compliances - filing of INC-28 and payment of prescribed fees/additional fees - consequential actions on restoration (status change, DIN activation, bank intimation) - condition of payment of costs for revival - order confined to violations that led to striking off without precluding further action by ROC - Restoration was made subject to specified conditions and directions to the Registrar of Companies. - HELD THAT: - The Tribunal directed the Registrar to restore the company's status and take consequential administrative actions (change status to Active for e filing, restore/activate DINs if applicable, intimate bankers to defreeze accounts). The company was directed to file all statutory documents along with INC-28 and pay prescribed fees/additional fees/fine within 30 days of restoration and to comply with ROC observations. The company must deliver a certified copy of the order to the ROC for publication in the Gazette and pay specified costs for revival. The Tribunal clarified that the order is confined to the violations that led to striking off and does not bar the ROC from taking other actions under law for any other violations/offences.Restoration ordered on the stated terms and conditions; ROC to give effect and the company to comply with filings, fees, cost and ROC observations.Final Conclusion: The Tribunal allowed the Section 252 petition and ordered restoration of M/s. CFL Health Care Private Limited to the Register of Companies, subject to specified compliance directions (filing of statutory documents and INC-28, payment of prescribed fees/additional fees and costs, compliance with ROC observations, and procedural steps for publication), while reserving ROC's power to take further action for any other violations. Issues:1. Application under Section 252 of the Companies Act, 2013 for restoration of company's name in Register of Companies.2. Default in statutory compliances leading to striking off the company's name.3. Justification of company's operational status and readiness to file pending documents.4. Respondent's denial of due procedure and lack of supporting documents.5. Consideration of restoration based on applicant's submissions and documents.6. Directions for restoration and compliance with statutory requirements.Analysis:1. The Applicant, a Director of a company, filed an application under Section 252 of the Companies Act, 2013, seeking restoration of the company's name in the Register of Companies due to defaults in statutory compliances for financial years 2010-11 to 2015-16. The Applicant asserted that the company had been active since incorporation, maintained necessary documentation, and was ready to file pending documents once the name was restored.2. The Registrar of Companies (RoC) initiated proceedings under Section 248 of the Act to strike off the company's name for non-compliance. The RoC issued notices and eventually struck off the company. The RoC reported that the applicant had not filed financial statements and annual returns since incorporation. The RoC also noted zero revenue from operations in the company's accounts for the period mentioned.3. The Respondent denied the applicant's claims, stating that due procedure was followed, and the applicant had not provided bank statements and ITR acknowledgments for specific periods. The Respondent also contested the applicant's directorship status as per MCA records, raising concerns about the lack of supporting documents.4. After hearing both parties, the Tribunal found merit in the applicant's submissions. The Tribunal acknowledged the company's operational status and attributed the non-filing of statutory returns to inadvertence. The Tribunal accepted the applicant's readiness to file pending documents and ordered restoration of the company's name by the RoC.5. The Tribunal directed the RoC to restore the company's original status, change it from 'struck off' to 'active,' and instructed the applicant to file all statutory documents within 30 days of restoration. Compliance with observations from the RoC was mandated, and the company was required to deliver a certified copy of the order to the RoC.6. Additionally, the Tribunal imposed a cost of Rs. 90,000 for revival, subject to online payment. The order emphasized that restoration was limited to specific violations leading to striking off and did not prevent the RoC from taking further legal actions for any other violations committed by the company. The judgment aimed to facilitate the company's revival while ensuring compliance with statutory obligations.