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2023 (5) TMI 869 - AT - Companies LawOppression and Mismanagement - whether on the date of passing of the impugned order had ceased to be company under the Companies Act and its name was already struck off from the register of the ROC? - HELD THAT - It is true that the appellant, while was on the role of the register of ROC, had filed a Company Petition on an allegation of oppression and mismanagement of Respondent No.1 company which was numbered as CP No.58/2012, but during the pendency of the said petition the name of the appellant company was struck off due to his own default of non-filing of statutory return before the ROC continuously after 2012 and finally on 08.08.2018 the name of the appellant company was struck off from the register of the ROC. CP No.58/2012 was filed by the appellant in the capacity of company incorporated under the Companies Act. Once the name of the appellant company was ceased to be company it was not competent to maintain the CP No.58/2012. There is no doubt that after the striking off the name, a company ceases to remain as a company. However, even after dissolution of the company in view of striking off its name from the register, its existence remains only for the purpose of realising the amount due to the company or for the payment or discharge of the liabilities or obligations of the company. Meaning thereby that after striking off the name of the appellant company the appellant was not entitled to pursue the CP No.58/2012 which was primarily filed on an allegation of oppression and mismanagement of Respondent No.1 not for realisation of any debt. The present case cannot be equated with a dispute relating to realisation/claim of the Income Tax liabilities. Since the appellant on the date of passing of the impugned order had ceased to be company under the Companies Act and its name was already struck off from the register of the ROC, the CP No.58/2012 had become infructuous and learned NCLT has rightly dismissed the CP No.58/2012 - Appeal dismissed.
Issues Involved:
1. Dismissal of Company Petition No. 58/ND/2012. 2. Restoration of the company's name in the register of ROC. 3. Legal consequences of a company being struck off from the register. Summary: 1. Dismissal of Company Petition No. 58/ND/2012: The appeal was filed under Section 421 of the Companies Act, 2013 against the NCLT order dated 13.01.2023, which dismissed CP No. 58/ND/2012. The petition sought reliefs including the production of documents verifying the appointment of nominee Directors, declaring the removal of existing Directors as null and void, and restraining certain respondents from appointing nominee directors or transferring shares. The NCLT dismissed the petition because the appellant company, M/s. Panthera Developers Private Limited, was struck off from the register of ROC on 08.08.2018, and no proceedings can be initiated by or against a "Struck off Company." 2. Restoration of the company's name in the register of ROC: M/s. Panthera Developers Private Limited had filed an appeal under Section 252 of the Companies Act, 2013, which was allowed on 15.05.2019, subject to the company filing outstanding documents and paying a cost of Rs. 25,000/- to the Prime Minister Relief Fund. However, the company failed to comply with these conditions, leading to the dismissal of their subsequent application for modification of the restoration order, with an additional cost of Rs. 50,000/-. 3. Legal consequences of a company being struck off from the register: Section 250 of the Companies Act, 2013 states that a company ceases to operate as a company once it is struck off, except for realizing dues or discharging liabilities. The NCLT observed that none of the prayers in CP No. 58/ND/2012 fell under this exception. The appellant's reliance on the Supreme Court judgment in Commissioner of Income Tax, Jaipur Vs. Gopal Shri Scrips Pvt Ltd, and an interlocutory order by the Income Tax Appellate Tribunal was found unconvincing, as those cases pertained to tax liabilities, not to allegations of oppression and mismanagement. The NCLAT upheld the NCLT's decision, stating that the CP No. 58/ND/2012 had become infructuous since the appellant company ceased to exist as a company. The appeal was dismissed without cost.
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