2020 (10) TMI 1039 - Tri - Companies Law

Restoration of name of company in the Register of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT - The Appellant have submitted sufficient evidence that it has been in operation during the period of striking off and therefore could not be termed as defunct company. Thus, taking into consideration the provisions of Section 252(3) of the Companies Act, 2013 which vests this Tribunal with a discretion where the Company, whose name has been struck off and such Company is able to demonstrate that there is a running business as on the date when the name was struck off and also keeping in consideration that it is just to do so, can restore the name of the Company in the Register and in the interest of all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by Registrar of Companies, the company deserved to be restored. The restoration of the company s name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents with proper filing fees along with additional fees required under law and completion of all formalities - Appeal allowed.

Issues:
1. Appeal against striking off the name of the company under Section 248(5) of the Companies Act, 2013.
2. Evidence of company's operation and business activities during the relevant period.
3. Lack of notice and opportunity to be heard before striking off the name of the company.
4. Default in filing documents with the Registrar of Companies.
5. Restoration of the company's name on the register.

Analysis:
1. The appeal was filed against the order of striking off the name of the company under Section 248(5) of the Companies Act, 2013. The appellant company, a private limited company, was incorporated under the name VD Intellisys Technologies Private Limited. The Registrar of Companies issued a notice stating the company had not been carrying on any business for two preceding financial years, leading to the striking off of the company's name.

2. The appellant provided evidence of its business activities during the relevant period, including audited financial statements, bank statements, and income tax returns for the financial years 2016-2019. This evidence demonstrated that the company was operational and engaged in business activities, contradicting the grounds for striking off its name.

3. The appellant claimed they were not served a notice under section 248(5) of the Act and were not given an opportunity to be heard before the name of the company was struck off. This lack of notice and opportunity to represent their case led to the failure to file necessary documents within the stipulated period.

4. The appellant admitted to the default in filing documents with the Registrar of Companies due to professional oversight and inadvertent reasons. However, they emphasized the operational status of the company during the striking off period and sought restoration based on the evidence provided.

5. The Tribunal, considering the evidence presented and the provisions of Section 252(3) of the Companies Act, 2013, allowed the appeal. The Tribunal ordered the restoration of the company's name in the Register of Registrar of Companies, subject to the filing of all outstanding documents with proper fees, payment of costs, and completion of formalities. The restoration was deemed necessary in the interest of stakeholders, including the appellant, and the company's name was to be treated as if it had not been struck off.

This detailed analysis covers the issues involved in the legal judgment, addressing each aspect comprehensively while maintaining the key legal terminology and details from the original text.

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