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2022 (1) TMI 21 - 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(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 Registrar of Companies, Chennai is ordered to restore the original status of the Applicant Company viz. M/S. X-Factor (India) Private Limited as if the name of the Company has not been struck off from the Register of Companies with resultant and consequential actions like changing the status of Company from strike off to Active - application allowed.
Issues:
1. Restoration of company name in the register after strike off under Section 252 of the Companies Act, 2013. Analysis: The judgment pertains to an Application/Appeal filed by a Director cum Shareholder 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 Applicant contended that the non-filing of financial statements and annual returns was due to the failure of the appointed consultant. The Applicant argued that the company was unaware of the defaults and should be allowed to restore its name. The Tribunal considered the plea and documents submitted by the Applicant, which included bills, bank statements, and proof of expenses, indicating the company's active business operations. The Tribunal noted that while the company had been active, it failed to comply with statutory requirements post-2013-14. However, considering mitigating circumstances, the Tribunal invoked Section 252(3) of the Companies Act, 2013, which allows restoration if the company can demonstrate ongoing business activities at the time of strike off. The Tribunal ordered the RoC to restore the company's name to its original status, changing it from "strike off" to "Active." The company was directed to file pending returns and balance sheets within 30 days of restoration, along with requisite charges and fees. Additionally, a cost of ?50,000 was imposed for revival, to be paid online. The order clarified that restoration does not automatically reinstate disqualified directors, requiring compliance with the law. The Applicant was instructed to file an affidavit of compliance within 2 months. Shareholders were required to submit an Undertaking ensuring no misuse of company accounts during demonetization. Importantly, the order did not restrict the RoC from taking action against the company and its directors for alleged late filings or non-compliance with the Companies Act, 2013. In conclusion, the Tribunal allowed the Application for restoration of the company's name under specified conditions, emphasizing the importance of statutory compliance, ongoing business activities, and accountability of directors. The judgment balanced the interests of stakeholders, employees, revenue, and the Applicant, ensuring restoration while upholding legal obligations and safeguards.
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