2021 (8) TMI 1203 - Tri - Companies Law

Seeking restoration of name of the Company in the Register of Companies maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT - After hearing the Counsel for Applicant and after perusal of material documents on record, the report of the RoC, Hyderabad and after going through the provisions of Section 252(3) of the Companies Act, 2013, and in view of the special circumstances of the case, the name of the Company to be restored in the Register of Companies as maintained by RoC, in the larger public interest. The Registrar of Companies, the Respondent herein, is ordered to restore the original status of the Company as if the name of the company has not been struck off from the Register of Companies - application allowed.

Issues:
1. Restoration of Company's name in Register of Companies.
2. Compliance with statutory requirements under Companies Act, 2013.
3. Pending Insolvency & Bankruptcy Code proceedings.

Issue 1: Restoration of Company's name in Register of Companies

The Company Application was filed under Section 252(3) of the Companies Act, 2013, seeking restoration of the company's name in the Register of Companies. The Applicant, a former consultant and operational creditor, highlighted that the company was struck off by the Registrar of Companies (RoC) during the pendency of insolvency proceedings. The RoC's report confirmed the company's default in filing financial statements and annual returns, leading to its strike off. The Tribunal, after considering the special circumstances, ordered the RoC to restore the company's name in the Register of Companies to protect the interests of the Applicant and in the larger public interest.

Issue 2: Compliance with statutory requirements under Companies Act, 2013

The Registrar of Companies Hyderabad denied most averments made in the Application, citing the company's failure to file financial statements and annual returns for over two years as the reason for strike off. The Respondent emphasized that the Applicant had initiated insolvency proceedings against the company, which were still pending. The Tribunal, after reviewing the material documents and provisions of Section 252(3) of the Companies Act, 2013, directed the company to file pending income tax returns, statutory documents, and pay a cost of ?10,000 for revival. The restoration was subject to compliance within specified timelines and publication of the order in the official Gazette.

Issue 3: Pending Insolvency & Bankruptcy Code proceedings

The Applicant had filed an application under Section 9 of the Insolvency & Bankruptcy Code, 2016, which was pending before the Adjudicating Authority. Due to the company's delisting by the RoC, the Applicant sought restoration of the company's name to proceed with the insolvency matter. The Tribunal acknowledged the importance of restoring the company's name to facilitate the ongoing insolvency proceedings and protect the interests of the parties involved. The directions issued included restoring the company's status, filing pending returns, and complying with statutory requirements to ensure the company's revival.

This detailed analysis of the judgment from the National Company Law Tribunal, Hyderabad Bench, emphasizes the restoration of the company's name in the Register of Companies, compliance with statutory obligations, and the impact on pending insolvency proceedings. The Tribunal's decision aimed to balance the interests of the parties involved while upholding the legal framework under the Companies Act, 2013, and the Insolvency & Bankruptcy Code, 2016.

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