2021 (6) TMI 53 - Tri - Companies Law

Seeking restoration of name of company in the Register of ROC - Section 252 of the Companies Act 2013 - HELD THAT - The provisions of Section 252 of the Companies Act 2013 and more particularly the just ground as envisaged under Sub-section (3) of Section 252 of the Companies Act the restoration of the name of the Applicant Company in the register maintained by the Respondent is allowed subject to the directions imposed - application allowed.

Summary

Issues:
Application for restoration of company name struck off by Registrar of Companies under Section 248 of the Companies Act, 2013.

Analysis:
The Application was filed by the Members and Directors of the Company seeking restoration of the company's name in the Register maintained by the Registrar of Companies (RoC) after it was struck off under Section 248 of the Companies Act, 2013. The Company, engaged in managing aeroplanes and aircrafts, failed to file its Financial Statements from 2011-2012 to 2015-2016, leading to the strike off. The Applicant argued that the Company is active, citing ongoing business operations and pending litigation with the Airport Authority of India (AAI) over lease issues. The Applicant also highlighted the non-traceability of three Directors, hindering the filing of Balance Sheets and Annual Returns. The Applicant presented evidence of future business proposals, asset ownership, and financial statements from 2012 to 2020 to support the restoration plea.

The Respondent, RoC, did not raise significant objections, and the Income Tax Department did not provide representation despite notice. The Tribunal considered the Applicant's plea, emphasizing the need to demonstrate active business operations preceding the strike off. While the Company lacked direct evidence of continuous operations, communications indicated future business prospects. Referring to legal precedents, the Tribunal interpreted the 'just ground' requirement under the Companies Act, focusing on fairness and reasonableness. The Tribunal also acknowledged a previous judgment emphasizing the importance of considering future business prospects and industry growth in restoration applications.

Ultimately, the Tribunal ordered the restoration of the Company's name in the Register, subject to specific directions. The Company was instructed to file pending annual returns and balance sheets, deposit funds for statutory payments, refrain from asset disposal, and submit an affidavit of compliance within specified timelines. The order clarified that disqualified Directors would not automatically regain directorship and mandated an Undertaking regarding demonetization compliance. Importantly, the order did not limit the RoC's authority to take action against the Company and its Directors for late filings or non-compliance with statutory requirements. The Application was allowed based on the outlined terms, ensuring regulatory compliance and accountability.