2022 (11) TMI 1284 - AT - Companies Law

Seeking restoration of name of the company - name was struck off due to non filing to returns - Section 252(3) of the Companies Act, 2013 - HELD THAT - It is true that under Section 253(3), twenty years period has been given for approaching for restoration of company to ROC but at the same time provisions contained in Section 248 of the Companies Act, 2013 cannot be termed as redundant. If this Tribunal is satisfied on the basis of the material available on record that struck off company during the relevant period was in operation though not generating any revenue, it may approach for restoration of company on the roll of ROC. In the present appeal we have noticed from the material on record that to some extent the company in question was in operation during the relevant period. It is not in dispute that Learned NCLT has rightly recorded that the company was not generating funds, but only on account of non-generation of fund, the prayer of a struck off company for its restoration under Section 252(3) of the Act may not be rejected if a company is in a position to satisfy that the company was in operation. Appeal allowed.

Issues Involved:
- Appeal under Section 421 of the Companies Act, 2013 against NCLT's order rejecting restoration application for a struck-off company.
- Interpretation of Section 252(3) of the Companies Act, 2013 for restoration of a company.
- Examination of the company's operational status during the relevant period.
- Conditions imposed by ROC for restoration if allowed.
- Consideration of relevant documents and submissions for restoration decision.

Analysis:
1. Appeal Against NCLT's Order:
The appeal before the National Company Law Appellate Tribunal challenged the NCLT's order rejecting the application for restoration of a struck-off company, M/s Supertech Projects and Construction Pvt Ltd. The appellant contended that the company was operational despite not earning profits during the financial years ending 31.03.2017 to 31.03.2019.

2. Interpretation of Section 252(3) of the Companies Act, 2013:
The appellant argued that the company, as per its Memorandum of Association, was engaged in various business activities, including land development and lending money. Despite not being profitable, the company was operational, which, according to the appellant, justified restoration under Section 252(3) of the Act.

3. Examination of Operational Status:
The Tribunal examined the material on record and acknowledged that the company was indeed in operation to some extent during the relevant period, even though it was not generating revenue. The NCLT's observation that the company was not operational was disputed by the appellant, who provided documents supporting the company's operational activities.

4. Conditions for Restoration:
The ROC did not object to restoration but highlighted certain conditions, including filing overdue statutory returns, publishing notices, producing income tax returns and bank statements, and ensuring future compliance with statutory requirements. The Tribunal accepted these conditions and directed the petitioner to pay a specified cost for restoration.

5. Consideration of Documents and Submissions:
The Tribunal reviewed various documents presented by the appellant, such as incorporation certificates, financial statements, bank statements, and income tax returns. These documents, along with other evidence, demonstrated the company's operational status and financial activities during the relevant period, leading to the Tribunal's decision to allow the appeal and restore the company.

In conclusion, the National Company Law Appellate Tribunal allowed the appeal, subject to the specified conditions, for the restoration of the struck-off company based on the evidence of its operational activities during the relevant period, as provided by the appellant. The decision emphasized the importance of compliance with statutory requirements and future obligations for the restored company.

← Previous Next →