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2021 (7) TMI 1117 - Tri - Companies LawSeeking restoration of name of the Company in the Register maintained by the Respondent/RoC - Section 252 of the Companies Act, 2013 - HELD THAT - The Company has not placed on record any document to show that they have been active and carrying on its business operations immediately two years preceding the date of strike off. However, a perusal of other communications exchanged between the Government of Tamil Nadu and Applicant Company and also from the Memorandum of Understanding, it is seen that the Company is having future prospects of running the same for the purpose of which it was incorporated. Taking into consideration 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 ordered, subject to the directions imposed. Application allowed.
Issues:
Application for restoration of company name struck off by Registrar of Companies under Section 248 of the Companies Act, 2013. Detailed Analysis: 1. Background: The application was filed by a director 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. 2. Company Details: The company, engaged in textile manufacturing, failed to file annual returns and balance sheets with the RoC for several years, leading to the strike-off. The applicant claimed the company was active and operating for its intended purpose. 3. Legal Proceedings: The RoC issued notices before striking off the name of the company and subsequently filed a report with no significant objections against restoration. 4. Evidence Presented: The applicant provided documents, including IT returns, balance sheets, and agreements demonstrating ongoing business activities and future prospects. 5. Judicial Precedents: Referring to legal precedents, the Tribunal emphasized the concept of 'justness' in deciding restoration applications, considering equitability, fairness, and reasonableness. 6. Decision: Considering the provisions of Section 252 of the Companies Act, the Tribunal ordered the restoration of the company's name in the RoC register. Specific directions were given to ensure compliance, including filing pending returns, depositing funds, and submitting an affidavit of compliance. 7. Directives: The Tribunal imposed conditions such as restrictions on asset disposal, disqualification of directors under Section 164, and the submission of an undertaking regarding financial transactions during demonetization. 8. Conclusion: The application for restoration was allowed, subject to the specified terms and conditions outlined by the Tribunal to ensure statutory compliance and accountability. This detailed analysis provides a comprehensive overview of the judgment, covering the issues, background, evidence, legal principles, decision, and directives issued by the Tribunal.
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