2021 (11) TMI 480 - Tri - Companies Law

Seeking restoration of the name of the struck off company, in the Register of Companies maintained by ROC, Gujarat (Dadra Nagar Haveli) - Section 252(3) of the Companies Act, 2013 - HELD THAT - It appears that the land on which the company claims to be owner is not shown in the name of company as per the land record provided by the appellant and the appellant itself admitted that they have failed to file the Financial Statement for F.Y. 2009-10. It is also admitted that company was not in operation or carrying on business when the company was struck off by the ROC, Ahmedabad. However, there is a Special Civil Application is pending before the Hon'ble High Court of Gujarat wherein the appellant company is party to the said application. Hence, without restoration of the name of the company the pending matter cannot be pursued by the company. The apprehension shown by the Caveator that the restoration of the name of the company may lead to undue advantage by the company upon the Caveator is without any reason. Even after restoration of the name of the company, if any matter is pending before any forum that would be pursued as per the applicable provisions of law and the order of restoration will not be a hurdle in the pending litigation. The restoration of the name of the company may lead to smooth proceedings of pending litigations by the company, hence, it is just and reasonable to restore the name of the company. The Registrar of Companies, Gujarat (Dadra Nagar Haveli) the respondent herein, is ordered to restore the original status of the Appellant Company as if the name of the Company has not been struck off from the Register of Companies with resultant and consequential actions like changing status of Company from 'struck off to Active - Application allowed.

Summary

Issues:
- Restoration of struck-off company's name in Register of Companies maintained by ROC, Gujarat (Dadra & Nagar Haveli).

Analysis:
1. The appeal was filed under Section 252(3) of the Companies Act, 2013 for the restoration of the name of a struck-off company, M/s. CineLink Multiplex Private Limited. The Registrar of Companies (ROC) struck off the company's name due to non-filing of Annual Returns and Financial statements since 2009-10, leading to a belief that the company was not in operation. The appellant company claimed that it failed to file returns due to miscommunication between the auditor and management, resulting in the company's name being struck off without notice.

2. The appellant company presented evidence of owning land worth &8377; 70,93,937.00 and an unsecured loan of &8377; 4,24,000. The company's auditor was appointed for compliance with statutory obligations but failed to file necessary returns. The appellant argued that the company's sole motive was not business operations but to utilize the land owned by the company. A Caveator opposed the restoration, claiming ownership of the land in question and pending litigation regarding the property.

3. The Tribunal noted discrepancies in the ownership of the land claimed by the appellant and the failure to file Financial Statements for F.Y. 2009-10. Despite these issues, the Tribunal acknowledged a pending matter before the High Court of Gujarat involving the appellant company, necessitating the restoration of the company's name to pursue the pending litigation. The Tribunal dismissed concerns that restoration would provide undue advantage and ruled in favor of restoring the company's name for the smooth continuation of pending litigations.

4. The Tribunal ordered the Registrar of Companies, Gujarat (Dadra & Nagar Haveli) to restore the company's name, directing the filing of pending statutory documents and payment of costs for revival. The appellant was instructed to ensure compliance with the order, and the ROC was directed to publish the order in the official Gazette. The restoration was limited to violations leading to the striking off of the company's name, allowing ROC to take further actions for any other violations committed by the company.

5. The Company Appeal was disposed of accordingly, with provisions for the issuance of an urgent certified copy of the order upon compliance with formalities.