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2018 (2) TMI 1063 - Tri - Companies LawCompany name removal from the Register of Companies ROC - non commencement of business within one year of its incorporation - restoration of name seeked - Held that - The Company is registered with the object of doing Real Estate business including other businesses. From the documents filed by the appellant on 23rd August, 2016 it appears that the Company entered into the MOU to purchase certain lands for the purpose of development. The Bank s account also shows certain transactions relating to the Company by the date of striking off the Company. Even otherwise, another ground that is available for restoration of the Company is if it is otherwise just to restore the name. If it is otherwise means it must be any other ground other than carrying on business or in operation on the date of striking off. The ROC in his Representation did not raise any objection for restoring the name of the Company on the ground that it is involved in any act which is illegal or tax evasion. According to the Appellant, the Company is going ahead with its business and it has to pay the balance amount to the owner of the land from whom the Company purchased the land. Therefore, even otherwise it is just to restore the name of the Company. As already stated above, the Company had filed copies of Bank Statement and Income Tax Returns. Therefore, this Tribunal is of the view that it is just to restore the name of the Company in the Register of Companies
Issues:
Restoration of name of the Company in the Register of Companies under Section 252(3) of the Companies Act, 2013 read with Rule 87A of National Company Law Tribunal Rules, 2016. Analysis: 1. The Company, incorporated in 2008, sought restoration of its name in the Register of Companies due to non-filing of statutory returns and subsequent striking off by the Registrar of Companies (ROC) in 2017. The Appellant, a Member-cum-Director, emphasized the need for restoration to prevent irreparable loss to the Company and shareholders. 2. The Appellant detailed the Company's efforts to commence a building project, including entering into a Memorandum of Understanding (MOU) for property purchase. The Appellant stressed the urgency of restoring the Company's name to fulfill financial obligations and continue business operations. 3. The ROC's representation highlighted the Company's non-compliance with statutory returns filing, leading to its striking off. The ROC outlined conditions for restoration, including filing overdue returns, publication notices, producing tax returns, bank statements, and ensuring future compliance. 4. The Tribunal analyzed Section 252(3) of the Companies Act, emphasizing the requirement for the Company to be carrying on business or in operation for restoration. The Appellant's submission of documents and bank transactions indicated business activities, supporting the restoration plea. 5. Additionally, the Tribunal considered the ground for restoration based on justice, finding no objections from the ROC regarding illegal activities or tax evasion. The Appellant's assertion of ongoing business operations and pending financial transactions further justified the restoration of the Company's name. 6. The Tribunal directed the ROC to restore the Company's name, subject to compliance with specified conditions, including filing overdue returns, publication of notices, producing tax returns and bank statements, and obtaining clearance from the Financial Services Department to operate bank accounts. 7. The Tribunal's decision favored restoration, acknowledging the Company's business activities, financial transactions, and compliance efforts. The judgment emphasized the importance of fulfilling statutory requirements and ensuring future compliance for the Company's continued operation.
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