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2021 (8) TMI 1106 - Tri - Companies LawSeeking to restore the name of the Company in the Register maintained by the Respondent/Roc - Section 252 of the Companies Act, 2013 - HELD THAT - Taking into consideration the provisions of Section 252(1) (3) 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. The name of company is restored - application allowed.
Issues:
Application/Appeal under Section 252 of the Companies Act, 2013 against strike off by Registrar of Companies, Chennai. Analysis: The Application was filed by M/s. Just Mobility Services Private Limited seeking restoration of its name in the Register after being struck off by the Registrar of Companies (RoC) under Section 248 of the Companies Act, 2013. The Company was incorporated in 2011 with the main object of dealing with telephones and mobile phones. The RoC initiated action due to non-filing of financial statements and annual returns from 2011 to 2019. The Applicant claimed the company was active and blamed the company secretary for the non-filing. The RoC's report stated the company failed to provide reasons for non-compliance and did not show proof of functioning during the default period. The RoC also argued that the Applicant, acting as a Director, lacked standing due to the company's strike off. Upon review, the Tribunal found the Applicant's submissions credible. Additional documents and bank statements demonstrated the company's ongoing business activities. The Tribunal invoked Section 252(1) & (3) of the Companies Act, 2013, granting discretion to restore the company's name if it proves continued operations at the time of strike off. Restoration was deemed just for stakeholders' interests. The Tribunal ordered the RoC to reinstate the company's status to "Active" and directed the Applicant to file pending returns and comply with statutory requirements within 30 days post-restoration. A cost of ?50,000 was imposed for revival, restricting asset disposal until compliance. The order clarified that disqualified directors under Section 164 won't automatically regain directorship. An affidavit of compliance was mandated within 2 months, along with a shareholder Undertaking on account transparency. The order did not limit RoC's power to pursue late filing allegations against the company and its directors. In conclusion, the Application was allowed, subject to the specified conditions and directions outlined by the Tribunal.
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