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2020 (12) TMI 842 - Tri - Companies LawRestoration of the name of the Company in the Register of Respondent, which has been struck off - Section 252(3) of the Companies Act, 2013 - HELD THAT - It is not in dispute that the Registrar of Companies is conferred with power U/s. 248(3) to strike off the Company, if the Company has failed to commence its business within one year of its incorporation or a Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any Application within such period for obtaining the status of a dormant Company U/s. 455. However, Section 248(6) states that the Registrar of Companies, before finally striking off Company, has to satisfy himself that sufficient provision has been made for the realization of all amounts due to the Company and for the payment or discharge of its liabilities and obligations by the Company within a reasonable time, and, if necessary, obtain necessary undertakings from the Managing Director, Director or other persons in charge of the management of the Company. The Company has two properties worth ₹ 21,20,000/- and ₹ 14,50,000/- as per its latest audited balance sheet of FY 2018-19. Since the Properties are in the name of the Company, restoration of the name of the Company is for ensuring the best interest of the shareholders. No prejudice would be caused to any party if the Company's name is restored, as prayed. The Members of the Company have undertaken that post restoration of the name of the Company in the Register of the Registrar of Companies, Bangalore, the Company will complete the Annual filings due for the past years and carry on the business in its ordinary course. Therefore, the interest of justice would be met if the name of Company is restored as prayed for, subject to conditions imposed - the name is restored - application allowed.
Issues Involved:
1. Restoration of the name of a company in the Register of Companies after being struck off by the Registrar. 2. Compliance with statutory provisions under the Companies Act, 2013 for restoration. 3. Consideration of the Company's activities and intentions for restoration. 4. Impact of the strike off on the company's operations, employees, shareholders, and creditors. Issue 1: Restoration of the Company's Name The case involved a Company Petition seeking restoration of the name of a company that was struck off by the Registrar of Companies due to non-filing of balance sheets and annual returns. The petitioner sought restoration under Section 252(3) of the Companies Act, 2013. The Registrar did not oppose the petition, stating that there were no investigations pending against the company. The Tribunal, after considering the facts and provisions of the Act, directed the Registrar to restore the company's name in the Register, along with the DINs of its directors. Issue 2: Compliance with Statutory Provisions The Tribunal emphasized the importance of complying with statutory requirements for restoration. The company was directed to file all necessary documents with prescribed fees within 30 days of restoration. Additionally, a cost of ?10,000 was imposed to be paid to the Ministry of Corporate Affairs. The company's representative was tasked with ensuring compliance with the order, and the Registrar was instructed to publish the order in the official Gazette after receiving a certified copy. Issue 3: Company's Activities and Intentions The petitioner argued that the non-filing of annual returns was unintentional and requested a sympathetic view for restoration. The company had been active, albeit unable to earn revenue due to initial setup activities. The Tribunal considered the company's potential to secure deals in the future and noted the properties owned by the company, emphasizing the restoration's importance for shareholders' interests. Issue 4: Impact of Strike Off The Tribunal acknowledged the adverse effects of the strike off on the company, its directors, shareholders, employees, and creditors. It highlighted the need for restoration to prevent irreversible losses and ensure the company's ability to operate normally. The restoration was deemed necessary to protect the rights of various stakeholders and allow the company to resume its business operations promptly. This detailed analysis of the judgment provides insights into the legal considerations, factual background, and implications of the case concerning the restoration of a company's name in the Register of Companies.
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