2018 (1) TMI 877 - HC - Companies Law

Removal of the company from the Register of Companies - Condonation of Delay Scheme-2018 eligibility - Held that - The request of the petitioners made before us is bonafide. Given the fact that the action of the respondents for striking off the name of the company from the Register of Companies maintained by the respondent no.2 is itself pending consideration before the NCLT, the petitioners deserve to be fairly given an opportunity to avail the benefit of CODS-2018 Scheme. In view of the above, it is directed as follows (i) The petitioners may file all the requisite returns in relation to the company in order to enable them to avail the benefits under the CODS-2018 Scheme; (ii) The petitioners would also submit the necessary application under CODS-2018 Scheme along with its requisite charges; (iii) The aforesaid documents and applications will be submitted online to the Registrar of Companies.

Summary

Issues Involved:
1. Disqualification of directors under Section 164(2)(a) of the Companies Act, 2013.
2. Removal of company from the Register of Companies under Section 248(1) of the Companies Act, 2013.
3. Invocation of remedy under Section 252(3) of the Companies Act, 2013 for revival of the company.
4. Availing benefits under the Condonation of Delay Scheme-2018 (CODS-2018 Scheme).
5. Stay of impugned list pending disposal of NCLT appeal and CODS-2018 application.
6. Consequences of not availing CODS-2018 or filing necessary documents.

Detailed Analysis:

1. Disqualification of Directors: The petitioners, who are directors of a company, faced disqualification under Section 164(2)(a) of the Companies Act, 2013 due to non-compliance with statutory requirements. This led to the issuance of notices by the respondents disqualifying the petitioners as directors.

2. Removal from Register of Companies: The respondents initiated action to remove the company from the Register of Companies under Section 248(1) of the Companies Act, 2013 due to non-compliance and disqualification of the directors. The company failed to respond to the show cause notice, resulting in its removal from the Register.

3. Remedy Invocation for Revival: The company invoked its remedy under Section 252(3) of the Companies Act, 2013 by filing a petition before the National Company Law Tribunal (NCLT) seeking revival. The petitioners emphasized that the non-filing of documents was a genuine mistake without any malicious intent.

4. Availing CODS-2018 Scheme: The petitioners expressed a desire to avail the benefits of the CODS-2018 Scheme, subject to the outcome of the NCLT proceedings. The court acknowledged the bona fide request of the petitioners and directed them to file necessary returns and applications online to enable them to benefit from the scheme.

5. Stay of Impugned List: The court stayed the impugned list containing the names of the petitioners pending the disposal of the NCLT appeal and the CODS-2018 application, ensuring that the petitioners are not deprived of the scheme's benefits due to pending proceedings.

6. Consequences of Non-Compliance: It was clarified that failure to avail the CODS-2018 scheme or submit required documents may lead to prosecution for Contempt of Court. The order was contingent on the accuracy of statements made by the petitioners, warning of contempt proceedings if found incorrect.

This detailed analysis encapsulates the key issues addressed in the judgment, focusing on the disqualification of directors, company removal, remedy invocation, scheme availing, stay of list, and consequences of non-compliance, providing a comprehensive understanding of the legal proceedings and decisions taken by the court.