POSH EXPORTS PRIVATE LTD v. THE REGISTRAR OF COMPANIES [DEL]
February 4, 2015
COMPANY PETITION NO: 207/2014 DECIDED ON: 16/12/2014 Companies Act, 1956- Sec. 560- Restoration of struck off Company- allowed subject to cost of Rs. 75,000/-. BRIEF FACTS: The Petitioner Company was Incorporated on 12th May, 1997, as a Private Limited Company. The Board of Directors in the meeting held on 20th Feb, 2014 noticed that the necessary documents had not been filed with the Registrar of Companies and further decided to take steps in the present petition and seek revival of the company. The Board of Directors has undertaken to make the statutory compliance and file the requisite statutory records and the balance sheets in accordance with law. When the documents i.e., Annual Returns and Balance Sheet, etc., were sought to be filed on website of the Ministry of Corporate Affairs, the Directors came to know that name of the Petitioner Company has been struck off for the failure to file requite statutory documents, vide notice dated 23rd June, 2007. The Petitioner Company has contended that the Balance Sheets of the Petitioner Company were prepared from time to time, however, it was only recently discovered that none of the Balance Sheets and the statutory records have been filed with the Registrar of Companies. It was contended that the accountant did not co-ordinate and further the learned Counsel for the Petitioner Company submits that the part time accountant of the Company who was dealing with the aforesaid work, left the employment of the Petitioner Company. REASON: The petition has been filed under Sec 560(6) of the Companies Act, 1956, seeking restoration of the name of the petitioner No.1 on the Register of Companies maintained by the Registrar of Companies. The Registrar of Companies, i.e the respondent herein, has submitted that the Petitioner Company has not filed its statutory documents since its incorporation. Accordingly, the notice dated 31st May, 2007 was issued for striking off the name of the Petitioner Company from the Register of Registrar of Companies under section 560(5) of the Companies Act, 1956. Further, it has been submitted that the Petitioner Company has not filed its statutory documents i.e., Annual Returns from 1999 to 2013 and Balance Sheets for the years 2000, 2003 to 2013 and also that the Petitioner Company has made the default for non-filing which is contravention of section 159/220 of the Companies Act, 1956. The Petitioner Company has filed its affidavit that the non-filing of the aforesaid Annual Return and the Balance Sheets was because the part time Accountant of the Petitioner Company, who was dealing with the aforesaid work, left the employment of the Petitioner Company. In view of the Affidavit filed by the Petitioner Company, the Registrar of Companies i.e the respondent does not have any objection with the restoration of the name of the company subject to the petitioners filing of all outstanding statutory documents i.e., Annual Returns from the years 1999 to 2013 and Balance Sheets as on 2000, 2003 to 2013 and also the other documents with the requisite fee as well as additional fee as applicable on the date of actual filing of the documents, The certificates of “No Objection” of the Directors, as well as those of the shareholders, to the restoration of the name of the company to the Register maintained by the respondent, have been placed on record as well. DECISION: In view of the above, the petition was allowed subject to payment of costs of Rs. 75,000/-, the name of the Petitioner Company was restored on the Register of the Registrar of Companies subject to the Company filling all the statutory documents and returns for the outstanding period along with the prescribed fees in accordance with the law. The name of the petitioner company, its directors and members shall, as a consequence, stand restored to the Register of the respondent, as if the name of the company had not been struck off, in accordance with Sec 560(6) of the Companies Act, 1956. CONCLUSION: The object of section 560(6) of the Companies Act is to give a chance to the company, its members and creditors to revive the company which has been struck off by the Registrar of Companies, within a period of 20 years, and to give them an opportunity of carrying on the business only after the company judge was satisfied that such restoration is necessary in the interests of justice."