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TMI Blog2019 (6) TMI 136X X X X Extracts X X X X X X X X Extracts X X X X ..... y. It is nobody s case that the Appellant Company is a Shell Company. It is also not denied that the Company is locked in a litigation not commenced by it and further proceedings in the suit have been stayed by the Hon ble High Court of Madras. There is nothing in the Report of ROC to even suggest that the Appellant Company was not in existence. The documents relied upon by the Appellant, some of which were not before the Tribunal, unmistakably demonstrate that the Appellant Company is a living entity and its operations have come to a grinding halt, one of the reasons being the pending litigation and the order of stay passed by the Hon ble High Court of Madras - Pending litigation in itself has been judicially recognized as a just ground ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mr. Rohit Chaudhary, Advocates. For Respondent : Mr. P. S. Singh, Advocate. JUDGMENT Appellant, Adroit Trade (P) Ltd. a company incorporated on 08.12.1983 in the State of Tamil Nadu with a share capital of ₹ 3 Lakhs, came to be struck off from the Register of Companies. This happened as a result of action under Section 248 of the Companies Act, 2013 by the Respondent Registrar of Companies for failure on the part of Appellant to file its annual returns and balance sheets since incorporation. The Appellant filed C.A. No. 801(A)/252/2018 under Section 252(3) of the Companies Act, 2013 (hereinafter referred to as the Act ) seeking a direction to Registrar of Companies, Chennai (for sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the Tribunal that the name of the Company be restored to the Register of Companies. According to Appellant, even if the Company was not carrying on any business or was not in operation at the time of striking off, it was still open to the Tribunal to order restoration if it appeared to be otherwise just . It is contended on behalf of Appellant that the Tribunal failed to appreciate the fact that due to pending litigation the land owned by the Appellant Company could not be utilized for development and commercial activities as per its object clause. According to Appellant, the Company had temporarily stopped carrying on business but it has been continuously in operation since 1983 and paying municipal taxes on the land owned by it. Learne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Reportedly, the Appellant Company has not filed its annual return and balance sheet since incorporation. Action taken under Section 248 of the Companies Act, 2013 resulted in striking off the name of Company from the Register of Companies. It is further reported that further documents submitted by the Appellant could not be accepted in the form of hard copies as in terms of the rules the balance sheet and annual reports of the Company are required to be filed online through MCA Portal only. It is further reported that notice was given to Appellant Company through publication in both vernacular and English language published respectively in Tamil Dhinamani issue dated 11th May, 2017 and English The Hindu issue dated 11th May, 2017. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is. Proceedings in the suit have been kept on hold by Hon ble High Court at Madras which is hearing an appeal against dismissal of interim injunction application preferred by the opposite party. It is nobody s case that the Appellant Company is a Shell Company. It is also not denied that the Company is locked in a litigation not commenced by it and further proceedings in the suit have been stayed by the Hon ble High Court of Madras. There is nothing in the Report of ROC to even suggest that the Appellant Company was not in existence. The documents relied upon by the Appellant, some of which were not before the Tribunal, unmistakably demonstrate that the Appellant Company is a living entity and its operations have come to a grinding halt, on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany merely on the ground of statutory non-compliances when there were cogent reasons justifying its restoration. The Tribunal also failed to notice the effect of its refusal to restore the Appellant Company which undoubtedly would have a deleterious effect on the very existence of the Company in as much as the Appellant would no more be able to defend the litigation slapped on it and would get dismissed into oblivion thereby sounding a death-knell to the very existence of the Company. The Tribunal appears to have been oblivious of the proposition that it had power to order restoration of the Appellant Company in the Register of Companies on a just ground notwithstanding the fact that it failed to transact business for the assigned reasons ..... X X X X Extracts X X X X X X X X Extracts X X X X
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