In Delhi High Court
M/S Posh Exports Pvt. Ltd.
The Registrar of Companies
Date of Judgement
Mr. Justice Sanjeev Sachdeva
The Petitioner Company i.e. M/S Posh Exports Pvt. Ltd. was incorporated on 12th May, 1997, as a Private Limited Company. The Board of Directors in a general meeting which was held on 20th Feb, 2014 founded that the essential and obligatory documents had not been filed and registered up-to-date with the Registrar of Companies and afterwards decided to take steps by a way of petition and seek revival and re-existence of the company. The Board of Directors did accepted to make the legal compliances and file the essential statutory records and the balance sheets in accordance with the law. When the documents essentially the Annual Returns and Balance Sheet, etc., were to be filed on website of the Ministry of Corporate Affairs, the Directors of the respected company got awaken to know that name of the Company has been removed off for the failure to file obligatory statutory documents, vide notice dated 23rd June, 2007.
Arguments made by Petitioner
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 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.
Arguments made by Respondent
The Registrar of Companies, i.e the respondent in the case submitted with Court that the Petitioner Company has not filed its essential and obligatory documents since its incorporation. Consequently, the notice which dated 31st May, 2007 was delivered for removing 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 was submitted that the Petitioner Company had not filed its statutory documents basically the 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 evasion for non-filing of documents which is infringement of section 159/220 of the Companies Act, 1956. The Petitioner Company did filed an affidavit containing that the non-filing of the required Annual Return and the Balance Sheets was due to the part time Accountant of the Petitioner Company, who was allocating with the described work, resigned the employment of the Petitioner Company. In interpretation of the Affidavit filed by the Petitioner Company, the Registrar of Companies i.e the respondent doesn’t have any doubt and objection with the renewal of the name of the company matter to the petitioners filing of all unsettled statutory documents of the Annual Returns from the years 1999 to 2013 and Balance Sheets as on 2000, 2003 to 2013 and also the other documents with the necessary fee as well as extra fee as applicable on the date of actual filing of the documents, The no objection certificate in favor of the Directors, as well as of the shareholders, to the restoration of the name of the company in the Register kept by the respondent, were placed on official record as well.
As per the view of the contentions presented by both the sides, the Court held, thereof that, the petition was permitted and was subject to payment of amount of Rs. 75,000/-, in the name of the Petitioner Company was noted back on the Register of the Registrar of Companies in issue to the Company filling all the essential and obligatory documents and returns for the unsettled period along with the recommended fees in accordance with the law. The designation and name of the petitioner company, its directors, shareholders and members shall, as a significance, was restored to the Register of the respondent, as if the name of the company had not been removed off, in accordance with Sec 560(6) of the Companies Act, 1956.
After the complete analysis and summarized interpretation of the case we can thoroughly find that the object of section 560(6) of the Companies Act was to give a chance and time to the company, its members, shareholders and creditors to recover the company which has been removed off by the Registrar of Companies, within a period of 20 years, and to give them a final opportunity of continuing and carrying on the business only after authorized company judge was satisfied that such restoration and renewal of terms and documentation is necessary in the interests and welfare of justice.
Edited by Chiranjeeb Prateek Mohanty
Approved & Published – Sakshi Raje