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TMI Blog2023 (8) TMI 132X X X X Extracts X X X X X X X X Extracts X X X X ..... of Section 248, the Registrar, under sub-section (5) thereof, may strike off the name of the company from the Register of Companies and publish a notice in the Official Gazette, upon which the company stands dissolved - However, there is nothing in the provisions of the 2013 Act which empowers the ROC to enquire into the antecedents and activities of a dissolved company. Section 250 of the 2013 Act provides that where a company stands dissolved under Section 248, it shall, from such date, cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from the said date, except for the purpose of realizing the amount due to the company and for the payment or discharge of the liabilitie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Rai, Mr. A. Rai, Mr. S.N. Pandey Mr. Sayantan Das For the respondent nos.1 to 4 : Mr. Swatarup Banerjee, Mr. Sailendra Kumar Tiwari JUDGMENT SABYASACHI BHATTACHARYYA, J:- 1. The respondent-companies, being shell companies having no real function and/or existence, were struck off from the register of companies. Some of them were revived later. All of them were shareholders of the petitioner no. 1-company. 2. The grievance of the petitioners is that despite having been struck off, the shell companies have been transacting with shares of the petitioner no. 1, thereby adversely affecting the commercial interests of the petitioner no. 1-Company, which amounts to financial fraud and corporate offence. 3. Despite the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot carrying on any business or operation for a period as stipulated in Section 248(1). Upon taking the steps as contemplated in sub-sections (1) to (4) of Section 248, the Registrar, under sub-section (5) thereof, may strike off the name of the company from the Register of Companies and publish a notice in the Official Gazette, upon which the company stands dissolved. 10. However, there is nothing in the provisions of the 2013 Act which empowers the ROC to enquire into the antecedents and activities of a dissolved company. Section 250 of the 2013 Act provides that where a company stands dissolved under Section 248, it shall, from such date, cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Rule 25B of the 2014 Rules is concerned, the ROC is to check the registered offices of the companies. Such an exercise does not empower the ROC to go into a fact-finding investigation as to whether the struck-off companies are still functioning. 16. If the companies-in-question are revived under Section 252 of the 2013 Act after having been struck off initially, there is no bar on the said companies to carry on functioning. Hence, the cause of action in respect of the revived companies, as argued by the petitioners, lies only in a challenge before the NCLAT. 17. However, the petitioners are justified in arguing that in the event the struck off companies are still functioning, transacting the shares of the petitioner no. 1-company o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssed on the said authorities. 23. Accordingly, WPA No. 16947 of 2023 is disposed of by granting liberty to the petitioners to file fresh complaints, pursuant to the present order, giving all known particulars regarding the allegedly fraudulent transactions and share transfers being conducted by the struck-off shell companies, which are shareholders of the petitioner no. 1, to the appropriate authority, including the respondent no. 4-Ministry of Corporate Affairs and the SEBI. 24. Upon such written complaints being made in terms of the present order, the respondent no. 4 and the SEBI shall act on the same, if necessary upon giving further opportunity to the petitioners to elaborate on their complaints, by holding an appropriate enquiry ..... X X X X Extracts X X X X X X X X Extracts X X X X
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