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2020 (12) TMI 422 - Tri - Companies LawRestoration of name of Respondent in the Register of Companies maintained by the office of ROC - Section 252(3) of the Companies Act, 2013 - HELD THAT - On perusal of the record, it is found that the appeal is filed under section 252(3) of the Companies Act, 2013. While, going through the section 252(3) of the Companies Act, it is found that the instant provision is made when the company is struck of voluntarily on the behest of the Promoter(s)/Director(s), whereas, section 252(1) of the Companies Act, provides that, when the company is struck of by the Registrar of Companies on the failure in filing of statutory returns by the Company. The instant application would not lie under section 252(3) of the Companies Act, 2013; rather, it would lie under section 252(1) of the Companies Act, 2013 - However, while referring to the judgment of Hon'ble Supreme Court in V. NANTHAGOPAL VERSUS UNION OF INDIA, THE REGIONAL DIRECTOR, THE REGISTRAR OF COMPANIES, P. SELVARAJ, MRS. S. MYTHILI, ACCURA WELDRODS INDIA PRIVATE LIMITED, ACCURA ELECTRODS INDIA PRIVATE LIMITED, 2010 (2) TMI 1283 - MADRAS HIGH COURT wherein, the Hon'ble Supreme Court has observed that Hon'ble Supreme Court on several occasions held that quoting a wrong provision of law will not dis-entitle the party to the relief - Under such circumstances, the instant application is being treated under section 252(1) of the Companies Act, 2013. The present appeal is allowed to the extent of revival of the Company and the ROC Gujarat, Ahmedabad is hereby directed to restore the name of Company viz. M/s. Navyug Consultancy Pvt. Ltd. in the Registrar of Companies.
Issues:
- Restoration of the name of a company struck off by the Registrar of Companies. - Applicability of sections 252(1) and 252(3) of the Companies Act, 2013. - Justification for restoring the name of the company. - Compliance with statutory requirements post restoration. Analysis: Issue 1: Restoration of the Company's Name The Tribunal dealt with an appeal filed by the Department of Income Tax seeking the restoration of the name of a company, M/s. Navyug Consultancy Pvt. Ltd., which was struck off by the Registrar of Companies. The Department sought orders to direct the Registrar to restore the company's name in the Register of Companies. Issue 2: Applicability of Sections 252(1) and 252(3) The Tribunal noted the difference between sections 252(1) and 252(3) of the Companies Act, 2013. While section 252(1) pertains to cases where the Registrar notifies a company as dissolved, section 252(3) deals with situations where a company, member, creditor, or workman feels aggrieved by the company's name being struck off. The Tribunal acknowledged that the appeal should have been filed under section 252(1) but cited a Supreme Court judgment allowing consideration under section 252(1) despite the initial reference to section 252(3). Issue 3: Justification for Restoration The Tribunal considered public interest and the legitimate interest of revenue in deciding to restore the company's name. It emphasized the need to enable the Income Tax Department to proceed further in accordance with the law and rules, justifying the restoration of the company's name in the Register of Companies. Issue 4: Compliance with Statutory Requirements After allowing the appeal and directing the restoration of the company's name, the Tribunal imposed certain conditions. These included the publication of notices in newspapers and the Official Gazette, compliance with Companies Act requirements, and exemption of time consumed in the proceedings for the initiation of Income Tax or legal proceedings against the company. In conclusion, the Tribunal allowed the appeal, directing the Registrar of Companies to restore the name of M/s. Navyug Consultancy Pvt. Ltd. in the Register of Companies. The decision was based on considerations of public interest, revenue protection, and compliance with statutory requirements.
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