2024 (7) TMI 1264 - HC - Companies Law

Seeeking restoration of the name of the petitioner company to the Register of Companies maintained by the respondent/Registrar of Companies (ROC) - Section 560 (6) of the Companies Act, 1956 - HELD THAT - The action that was earlier taken by the Registrar vide order dated 29.06.2007 was pursuant to and issued in terms of Section 560 (1) (6) of the old Act, which provision is effectively pari materia with Section 248 of the new enactment. Under the old Act, the Registrar had the power to proceed with striking off the name of a company from the Register on finding reasonable cause to believe that the company is not carrying on business or is otherwise not in operation. Likewise, under Section 248 of the new Act, where the company is not carrying on any business operation for a period two immediately preceding financial years, the Registrar has the power to proceed with striking off the name of the company from the Register of Companies. It is clearly brought forth that the provisions under which action was earlier taken under the old Act, as also the action subsequently taken under the new Act, are not inconsistent with one another. The new enactment rather provides for a more detailed procedure for striking off the name of a company as also an effective remedy for dealing with the de-registration of a company, which is not running its business or in operation. Further, the registers maintained under the old Act are also deemed to be registers maintained under the new Act and can be relied upon for seeking any legal remedy. The remedy of the petitioner lies with the National Company Law Tribunal in view of Chapter XXVII of the Companies Act, 2013. Therefore, the application moved by the petitioner is hereby dismissed.

Issues Involved:
1. Restoration of the petitioner's company name to the Register of Companies.
2. Filing of pending statutory returns by the petitioner company.
3. Jurisdiction of the High Court versus the National Company Law Tribunal (NCLT).

Issue-wise Detailed Analysis:

1. Restoration of the petitioner's company name to the Register of Companies:
The petitioner company applied under Rule 9 of the Companies (Court) Rules, 2009, seeking the revival and relisting of the company and acceptance of statutory returns from 1996 onwards. The company had been struck off initially by a notice dated 29.06.2007. The Court had previously directed on 28.05.2012 that the company's name be restored subject to payment of costs and filing of pending returns. Despite compliance with the cost payment, the company could not file the required returns due to internal disputes among its directors. The name of the company was again struck off on 01.09.2017 during the pendency of the petition.

2. Filing of pending statutory returns by the petitioner company:
The petitioner company faced difficulties in filing its Annual Returns and Balance Sheets due to ongoing disputes between its directors. The Court had granted multiple extensions for filing these returns, but the disputes persisted, hindering compliance. The petitioner company argued that it had prepared the accounts and requested the Court to direct the respondent to accept the delayed statutory returns and revive the company.

3. Jurisdiction of the High Court versus the National Company Law Tribunal (NCLT):
The Court noted that the remedy for the petitioner does not lie with the High Court but with the NCLT as per Chapter XVII of the Companies Act, 2013. The Court highlighted that the provisions under the old Companies Act, 1956, and the new Companies Act, 2013, are effectively pari materia regarding the Registrar's power to strike off a company's name. Section 465 of the Companies Act, 2013, was cited to emphasize that actions taken under the old Act are deemed consistent with the new Act.

Analysis & Decision:
The Court concluded that the petitioner's remedy lies with the NCLT, given the provisions of the Companies Act, 2013. The application moved by the petitioner was dismissed with the liberty to approach the NCLT for redressal of grievances in accordance with the law. The Court underscored that the new enactment provides a detailed procedure for striking off a company's name and an effective remedy for dealing with de-registration issues.

Conclusion:
The High Court dismissed the application, directing the petitioner to seek remedy from the NCLT, affirming that the jurisdiction for such matters now lies with the NCLT under the Companies Act, 2013. The petitioner was advised to approach the NCLT for further proceedings.

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