2023 (6) TMI 105 - AT - Companies Law

Restoration of the name of the Appellant Company to the register of the Registrar of Companies, NCT of Delhi and Haryana - Section 252 of the Companies Act, 2013 - HELD THAT - The Company is a juristic person, it takes birth with its incorporation which takes place in terms of Section 7 of the Act and after incorporation and registration, its effect has been mentioned in Section 9 of the Act. Section 248 of the Act provides the power to the Registrar to remove name of company from register of companies for the reasons mentioned from 248(a)to(e) and effect of the order passed under Section 248 is provided in Section 250 of the Act. However, the remedy to an aggrieved person against the order of the Registrar, passed under Section 248 is provided under Section 252 and in Section 252(3) it is provided that the Tribunal, if satisfied that the company at the time of its name was struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored on the register of Companies it may pass the order that the name of the company be restored to the register of the Companies. It would be a hard case if the name of the company is struck off of the Companies and it falls under the just or otherwise category even if it is not being called in operation as stated. However, it cannot be lost sight of the fact that the Appellant has been remiss in its statutory obligation which became the basis for striking off the name of the Company from the register of the Registrar of the Companies, therefore, in the peculiar facts and circumstances, the end of the justice would meet with the restoration of the name of the Company to the Register of Registrar of the Companies with imposition of fine/cost. The present appeal is hereby allowed. However, subject to payment of Rs. 2 lakh as cost which shall be deposited by the Appellant with the RoC within a period of 30 days from the date of passing of this order.

Summary

Issues involved:
The judgment deals with the restoration of the name of an Appellant Company to the register of the Registrar of Companies, NCT of Delhi and Haryana, which was struck off due to default in statutory compliances.

Summary:

Issue 1: Striking off the name of the Appellant Company
The Registrar of Companies initiated proceedings under Section 248 of the Companies Act, 2013 and struck off the name of the Appellant Company due to default in filing financial statements and annual returns since 31.03.2014. The Tribunal observed discrepancies in the Appellant's financial records and noted that the company had not filed its financial statements since 2014.

Issue 2: Appeal against the order
The Appellant filed an appeal against the order of the National Company Law Tribunal, which declined the restoration of the company's name to the register. The Appellant argued that it was a subsidiary of another company under insolvency and was actively involved in a project called 'the Arena' as evidenced by collaboration agreements and financial transactions.

Issue 3: Legal provisions and considerations
The Tribunal considered Section 252 of the Companies Act, which provides for the restoration of a company's name if it is carrying on business or in operation. The Appellant cited previous tribunal decisions to support its case for restoration. The Respondent argued that the appeal lacked merit based on the findings of the Tribunal.

Judgment:
The Tribunal acknowledged the legal framework governing the removal and restoration of company names. Despite the Appellant's past non-compliance, the Tribunal found merit in restoring the company's name due to its involvement in the 'Arena' project and operational activities. The appeal was allowed, subject to the payment of a fine of Rs. 2 lakh within 30 days to the Registrar of Companies.