2021 (1) TMI 867 - Tri - Companies Law

Restoration of name of the company in the Register maintained by the Registrar of Companies - Section 252 (1) of the Companies Act, 2013 - HELD THAT - The bench has directed RoC to submit his report in spite of that RoC has not submitted his report. As per Section 252(1) of the Companies Act, 2013, an opportunity was provided to RoC to submit his report, however RoC failed to submit the same.In the interest of Justice and Equity, to help Employees, Members, Shareholders, Creditors and Other stakeholders and also to improve ease of doing business, the name of Petitioner Company be restored. The prayer sought by the Petitioner company deserves to be allowed because it is now well settled legal position that during the pendency of litigation/Court proceedings by or against the company its name can not to be removed by the RoC - Appeal allowed.

Issues Involved:
1. Restoration of the company's name in the Register of Companies.
2. Compliance with statutory requirements and filing of annual returns.
3. Legality of the Registrar of Companies' actions in striking off the company's name.
4. Impact of ongoing litigation on the company's ability to comply with statutory requirements.

Issue-wise Detailed Analysis:

1. Restoration of the company's name in the Register of Companies:
The petition was filed under Section 252(1) of the Companies Act, 2013, by Cameo Fabric Private Limited, seeking to restore its name in the Register maintained by the Registrar of Companies (RoC), Mumbai. The company was incorporated on 22nd May 1969 and engaged in machine embroidery. Despite being active, the RoC issued a strike-off notice under Section 248 in April 2017, which was followed by disqualification notices for the directors in December 2017. The Tribunal found that the company was active and there was no apparent reason for striking off the directors' names. Consequently, the Tribunal directed the RoC to submit a report explaining the strike-off decision, which the RoC failed to do.

2. Compliance with statutory requirements and filing of annual returns:
Due to an order from the Company Law Board in 2008, the company was restricted from holding general meetings, which prevented it from filing annual returns and completing statutory compliances. The Tribunal acknowledged that the company could not be held at fault for non-compliance due to the restriction imposed by the Company Law Board's order. The Tribunal directed the company to file all pending financial statements and annual returns with the applicable fees within 90 days from the receipt of the order.

3. Legality of the Registrar of Companies' actions in striking off the company's name:
The Tribunal noted that the RoC issued multiple strike-off notices during the pendency of litigation before various judicial forums, including the Supreme Court and High Court. Despite multiple opportunities, the RoC did not comply with the Tribunal's orders to provide reasons for the disqualification of the directors and the issuance of strike-off notices. The Tribunal found that the RoC's actions were unjustified and directed the RoC to restore the company's name in the statutory register.

4. Impact of ongoing litigation on the company's ability to comply with statutory requirements:
The Tribunal recognized that ongoing litigation, including petitions for operation and mismanagement, prevented the company from holding general meetings and appointing auditors, thereby hindering statutory filings. The Tribunal cited legal precedents, including decisions from the Delhi High Court and the High Court of Telangana and Andhra Pradesh, which supported the restoration of a company's name during pending litigation. The Tribunal concluded that the company's name should not be removed from the register during the pendency of litigation.

Conclusion:
The Tribunal allowed the petition, directing the RoC to restore the company's name in the statutory register. The company was instructed to file all pending financial statements and annual returns within 90 days and pay a sum of ?25,000 to the PM CARES Fund within 30 days. The appeal was conditionally allowed and disposed of, ensuring justice and equity for the company's employees, members, shareholders, creditors, and other stakeholders.

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