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2021 (1) TMI 723 - Tri - Companies LawRestoration of name of the Company in the Register maintained by the Respondent/RoC - Section 252(3) of the Companies Act, 2013 - HELD THAT - It is evident from the plea of the Applicant that the Applicant Company seeking for restoration of its name in the register as maintained by RoC is not seriously pressing the validity of the process undertaken by the RoC in striking off the name of the Applicant Company as envisaged under Section 248 of the Companies Act, 2013 read with attendant Rules. However, the Applicant is seeking restoration of its name in the register as maintained by RoC by relying up on the ground that the Applicant Company as of date is carrying on the business for which it was incorporated and it is in operation and in the circumstances, it is just that the name of the Company should be restored on the Register of Companies as maintained by the Respondent. From the record, it is seen that the name of the Company was struck off from the Register maintained by the Respondent/RoC on 29.10.2019 and it is incumbent upon the Applicant to demonstrate that two years immediately preceding 29.10.2019 that the Company has been active and carrying on its business activities. Taking into consideration the provisions of Section 252 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 the stakeholders including members of the Company, its employees as well as the revenue and the Applicant itself who seeks restoration of the name of the Company in the register being maintained by ROC and in the above said circumstances the Application is allowed subject to the directions issued.
Issues: Application for restoration of company name struck off by Registrar of Companies under Section 248 of Companies Act, 2013.
Detailed Analysis: 1. Background: The Application was filed by a shareholder seeking restoration of the company's name struck off by the Registrar of Companies (RoC) under Section 248 of the Companies Act, 2013. 2. Company Details: The company was incorporated as a Private Limited Company with specific business objectives related to drugs, medicines, and other products. The Applicant highlighted defaults in filing financial statements and annual returns from 2015 to 2018 as reasons for strike off. 3. Contentions: The Applicant argued that the company was active, maintaining necessary documents, and facing issues due to coordination problems with professionals responsible for filing returns. 4. RoC's Response: The RoC requested the company to prove its business operations, file pending financial statements, and provide an undertaking regarding the use of accounts during demonetization. 5. Evidence Presented: The Applicant submitted Income Tax Returns and GST returns to demonstrate the company's activity and compliance with tax obligations. 6. Judicial Decision: The Tribunal considered the evidence provided and the provisions of Section 252 of the Companies Act, 2013. It allowed the Application, subject to specific directions to be followed by the company. 7. Directions Issued: The company was directed to file pending annual returns and balance sheets, deposit a specified sum with the RoC, refrain from alienating assets, and submit an affidavit of compliance. Shareholders were required to provide an undertaking regarding account usage during demonetization. 8. Additional Observations: The order did not automatically restore disqualified directors to their positions and did not limit the RoC's authority to take action against the company for late filings or non-compliance. 9. Conclusion: The Application for restoration of the company's name was allowed based on the evidence presented and compliance with the specified directions outlined by the Tribunal.
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