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2020 (9) TMI 900 - Tri - Companies LawStriking off the name of the Company passed by the RoC/Respondent - Section 248 of the Companies Act, 2013 - HELD THAT - From the contention raised by the Counsel for the Applicant it can be seen that the Applicant is relying on the just ground as envisaged under Section 252(3) of the Companies Act, 2013 to restore the name of the Company in the Register of Companies maintained by the RoC/Respondent - Apart from the said just ground relied on by the Applicant from the typed set of documents filed in the Application, it may be seen as rightly pointed out in the Report of the RoC/Respondent that the Company has not filed any Income Tax Returns for the period from 2003-2019 nor any GST Returns in order to show that the Company is a going concern. However, as already stated that the Applicant relies only upon the just ground as contemplated under the provisions of Section 252 of the Companies Act, 2013. It is just for this Tribunal to restore the name of the Company to the Register of Companies maintained by the RoC/Respondent. However, it may be seen that the Company has not filed its Annual Return and Balance Sheet with the RoC/Respondent from the year 2003 to till date - the Company is required to be imposed an exemplary cost in a sum of ₹ 50,000/- payable to the PM CARES Fund - Application disposed off.
Issues Involved:
1. Application for restoration of a company's name struck off by the Registrar of Companies (RoC). 2. Compliance with statutory requirements and filing of returns. 3. Financial and operational status of the company. 4. Legal precedents and "just ground" for restoration. 5. Imposition of exemplary costs and conditions for restoration. Issue-wise Detailed Analysis: 1. Application for Restoration of a Company's Name Struck Off by the RoC: The application was filed under Section 252(3) of the Companies Act, 2013, by a shareholder of the company, seeking restoration of the company's name, which was struck off by the RoC under Section 248 of the Companies Act, 2013. The application was supported by affidavits from other shareholders holding 100% paid-up share capital, consenting to the restoration. 2. Compliance with Statutory Requirements and Filing of Returns: The RoC's report highlighted that the company failed to file its Annual Return and Balance Sheet from the year 2003-2004 onwards and did not furnish cogent reasons for such defaults. The company also did not provide Income Tax Acknowledgement copies for the Assessment Years 2003-2019. The Tribunal directed the company to file all pending financial statements and annual returns within a specified time and to ensure that the accounts were not used for transacting tainted money during demonetization. 3. Financial and Operational Status of the Company: The company was engaged in providing training services, accredited by the Insurance Regulatory Development Authority (IRDA). It had a significant financial claim against an insurance company, which was upheld by the Hon'ble High Court of Madras, directing the insurance company to pay ?1,62,68,011/- with interest. The insurance company appealed, and a conditional stay was granted, requiring the deposit of 50% of the decreed amount in court. The company argued that its restoration was necessary to prosecute the case and recover the dues. 4. Legal Precedents and "Just Ground" for Restoration: The applicant relied on precedents, including judgments from the Hon'ble NCLT, New Delhi Bench-III, and the Hon'ble High Court of Gauhati, which emphasized restoring companies to enable pending litigations to reach logical conclusions. The Tribunal considered these precedents and the "just ground" under Section 252(3) of the Companies Act, 2013, to restore the company’s name. 5. Imposition of Exemplary Costs and Conditions for Restoration: The Tribunal imposed an exemplary cost of ?50,000/- payable to the PM CARES Fund. The company was directed to file all pending returns and financial statements within 15 days of restoration and to deposit ?2,00,000/- with the RoC for statutory fees and expenses. The company was also prohibited from alienating or disposing of any valuable assets until compliance was achieved. An affidavit of compliance and an undertaking regarding the non-use of accounts for tainted money during demonetization were also required. Conclusion: The Tribunal allowed the application for restoration of the company's name, subject to compliance with the specified conditions and payment of exemplary costs. The order emphasized the importance of enabling the company to pursue its pending litigation and recover dues, while also ensuring compliance with statutory requirements.
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