2022 (6) TMI 56 - Tri - Companies Law

Seeking restoration of the name of the struck off company in the register of companies - Section 252(1) of the Companies Act, 2013 - HELD THAT - Taking into consideration the provisions of section 252 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 it is just and equitable to do so, can restore the name of the Company, in the Register and in the interest of all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by Registrar of Companies and company not being a shell company, the company deserves to be restored. The name is restored - Petition allowed.

Summary

Issues:
- Restoration of name of struck off company in register of companies under Section 252(1) of the Companies Act, 2013.

Analysis:
The Appellant Company filed a petition seeking restoration of its name in the register of companies after being struck off by the Registrar of Companies (RoC) for not carrying on any business for two years. The Appellant argued that it was indeed conducting business, supported by evidence such as Income Tax returns, Annual Documents, trade receivables, and bank statements. The RoC did not object to the restoration application, and upon review, the Tribunal found merit in the Appellant's case for restoration.

The Tribunal highlighted Section 252 of the Companies Act, 2013, granting discretion to restore a struck-off company's name if it can prove just and equitable grounds. In this case, the Tribunal was satisfied that restoration was in the interest of stakeholders, including the Appellant, and the company was not involved in illegal activities. Consequently, the Tribunal ordered the restoration of the company's name in the register, emphasizing that the company was not a shell company and deserved reinstatement.

The Tribunal issued specific directions as part of the restoration order, including restoring the company's original status, filing pending statutory documents within 45 days, paying a restoration cost of ?25,000, delivering a certified copy of the order to the RoC, and publishing the order in the Official Gazette. The order clarified that it pertained to the violations leading to the name being struck off and did not prevent the RoC from taking further legal actions for any other violations committed by the company.

The Tribunal disposed of the appeal, directing the Registry to send copies of the order to all parties and issuing urgent certified copies upon request. The judgment concluded by setting out the terms and conditions for the restoration of the company's name, ensuring compliance with legal formalities and regulatory requirements.