2020 (9) TMI 472 - Tri - Companies Law

Restoration of the name of the Company in the Register of Companies - Section 252(1) of the Companies Act, 2013 - HELD THAT - The petition is filed under Section 252(1) of the Act, however, it can be seen that it actually satisfied the provisions of Section 252(3) of the Act and it would be appropriate to consider and decide the present petition under Section 252(3) of the Act. The present petition is filed by the shareholder-cum-promoters of the Company and is within the period of 20 years from publication in the Official Gazette of notice under Section 248(5) of the Act - The present petition has been filed by the petitioners, who are aggrieved by the order of ROC and is within 20 years time period after the publication of official notification, striking off the name of company from the Register of Companies. The company was also engaged in the business transactions as seen from the bank statement and has fixed deposits in its name (Annexure 9) at the time when its name was struck off from the Register of Companies and therefore, the name of the company deserves to be restored in the Register of Companies, maintained by the ROC - thus, the ingredients provided for in Section 252(3) of the Act, are satisfied. The petition is allowed and the name of the company be restored in the Register of Companies, subject to deposit of ₹ 20,000/- as costs with the Pay and Accounts Officer, Ministry of Corporate Affairs within a period of three weeks from the receipt of certified copy of this order.

Issues Involved:
1. Restoration of company's name in the Register of Companies under Section 252(1) of the Companies Act, 2013.
2. Compliance with statutory requirements leading to the striking off of the company's name from the Register of Companies.
3. Submission of petition by shareholders and promoters seeking restoration of the company's name.
4. Examination of financial statements and bank transactions to determine the company's operational status.
5. Application of Section 252(3) of the Companies Act, 2013 for restoration of the company's name.
6. Decision on restoration of the company's name and associated directions and requirements.

Detailed Analysis:

Issue 1: Restoration of company's name in the Register of Companies
The petition was filed seeking restoration of the company's name in the Register of Companies under Section 252(1) of the Companies Act, 2013. The petitioners, as shareholders and promoters, presented their case for reinstatement based on compliance and operational status of the company.

Issue 2: Compliance with statutory requirements
The Registrar of Companies struck off the company's name due to defaults in filing financial statements and annual returns for several financial years. The company faced consequences under Section 248(5) of the Companies Act, 2013, leading to its name being removed from the Register of Companies.

Issue 3: Submission of petition by shareholders and promoters
The petition was supported by affidavits from shareholders and promoters, along with necessary documentation such as the certificate of incorporation, list of shareholders and directors, and power of attorney. The petitioners aimed to rectify the situation caused by inadvertent non-compliance.

Issue 4: Examination of financial statements and bank transactions
Financial statements for the last three years, bank statements, and fixed deposit certificates were submitted to demonstrate the company's financial activities during the period when its name was struck off. These documents provided evidence of the company's ongoing business transactions.

Issue 5: Application of Section 252(3) for restoration
The Tribunal considered the provisions of Section 252(3) of the Act, which allow for the restoration of a company's name if it was carrying on business or in operation at the time of striking off. The petition satisfied the conditions outlined in this section, justifying the restoration of the company's name.

Issue 6: Decision on restoration and associated directions
After thorough examination, the Tribunal granted the petition and ordered the restoration of the company's name in the Register of Companies. Specific directions were issued regarding the payment of costs, filing of pending financial statements, compliance with statutory requirements, and actions to be taken by the Registrar of Companies and the Income Tax Department.

This comprehensive analysis covers the key issues addressed in the judgment delivered by the National Company Law Tribunal, Chandigarh Bench, providing a detailed overview of the case and its legal implications.

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