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2021 (5) TMI 777 - Tri - Companies LawSeeking restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies - Section 252 of the Companies Act, 2013 - HELD THAT - This Bench observes that the name of the Company was struck off on 29.10.2019, when the litigation of Oppression and Mismanagement was pending against the Appellant Company before this Tribunal. Hence, the reasons for not filing the Financial Statements seems plausible. The RoC was not justified in striking off the name of the Appellant Company from its register during the pendency of litigation pertaining to the Appellant Company - The provisions pertaining to restoration of the name of the Company are provided in the Section 252(3) of the Companies Act, 2013, which, inter alia, includes that if a company is carrying out its business or in operation or otherwise it is just that the name of the company be restored, this Tribunal can order the RoC to restore the name of the company in the Register of Companies. The Appellant Company has been able to satisfy this Bench that it is just and equitable to restore the name of the Appellant Company in the register maintained by RoC - the name is restored - appeal allowed.
Issues:
1. Restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana under Section 252 of the Companies Act, 2013. Detailed Analysis: The Appellant Company, M/s. Digital Properties and Hotels Private Limited, sought restoration of its name in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana, invoking the provision of Section 252 of the Companies Act, 2013. The company was incorporated as a Private Limited Company on 14.09.2007 and was struck off by the RoC due to defaults in statutory compliances, specifically the failure to file Financial Statements & Annual Returns since 31.03.2011. The RoC's action was challenged by the Appellant Company, citing a deadlock in management as the reason for non-compliance, supported by ongoing litigation of Oppression and Mismanagement. The Tribunal noted that the name was struck off during the pendency of the litigation, making the reasons for non-filing of Financial Statements plausible. The Appellant Company provided evidence of efforts made during the pendency of the Oppression and Mismanagement Proceedings to comply with statutory requirements, including the appointment of auditors and attempts to hold Board Meetings. The Tribunal considered the judgments in related cases, emphasizing the need to protect companies involved in litigation and the discretion of the Tribunal to restore the name of a company if it is carrying out business operations. The Tribunal found that the RoC was not justified in striking off the name of the Appellant Company during the pendency of litigation and ordered the restoration of the company's name in the register maintained by the RoC. In allowing the appeal, the Tribunal imposed a cost of ?25,000 each to be paid to the Ministry of Corporate Affairs and the Prime Minister's Relief Fund. The Appellant Company was directed to file all outstanding documents for defaulting years, pay any late fees or charges, and complete all formalities for restoration. The order also included setting aside the freezing of the company's bank accounts to enable business operations. The Respondent was instructed to comply with the restoration order within one week of the Appellant Company's fulfillment of all requirements. The parties were to be served with a copy of the order for compliance.
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