Company's Appeal Allowed for Restoration on Register with Conditions

The appeal was allowed, and the company's name was ordered to be restored to the Register of Companies, subject to compliance with specified conditions. The Tribunal found the company to be operational based on submitted documents and the absence of objections from relevant authorities. The restoration required filing outstanding documents, paying fees, and a donation to the Prime Minister Relief Fund. The company and related parties would be reinstated as if the name had not been struck off, with the ROC retaining the right to pursue penalties for any future compliance failures.

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Issues Involved:
1. Restoration of the company's name struck off by the Registrar of Companies.
2. Compliance with statutory requirements and non-filing of annual returns and financial statements.
3. Validity of the Registrar's action under Section 248 of the Companies Act, 2013.
4. Justification for restoration under Section 252 of the Companies Act, 2013.
5. Conditions and consequences of the restoration of the company's name.

Issue-wise Detailed Analysis:

Restoration of the company's name struck off by the Registrar of Companies:
The directors of Arora Buildwell Private Limited filed an appeal under Section 252(3) of the Companies Act, 2013, seeking restoration of the company's name, which was struck off by the Registrar of Companies, NCT of Delhi and Haryana. The company was originally incorporated as Purshottam Ispat Private Limited on 11.03.2002 and later changed to Arora Buildwell Private Limited on 07.03.2005.

Compliance with statutory requirements and non-filing of annual returns and financial statements:
The company's name was struck off due to its failure to file statutory returns and other documents since the financial year ending 31.03.2014. The petitioner claimed that the failure to file these documents was inadvertent and without mala fide intent, citing the illness and subsequent death of a key director as a contributing factor. The company had prepared and audited its financial statements for the relevant years and submitted various documents to prove ongoing operations, including income tax returns, service tax returns, and bank statements.

Validity of the Registrar's action under Section 248 of the Companies Act, 2013:
The Registrar of Companies (ROC) struck off the company's name following a directive from the Ministry of Corporate Affairs and after issuing a notification under Section 248(5) in the Official Gazette dated 08-07-2017. The ROC presumed the company was not operational due to the non-filing of balance sheets and annual returns since 31.03.2014.

Justification for restoration under Section 252 of the Companies Act, 2013:
Under Section 252, the Tribunal can restore a company's name if it was carrying on business or in operation at the time of being struck off, or if it is otherwise just to restore it. The Tribunal found that the company was operational based on the submitted financial statements, tax returns, and other documents. The ROC and the Income Tax Department did not object to the restoration, provided the company filed its pending documents and paid the requisite fees.

Conditions and consequences of the restoration of the company's name:
The Tribunal ordered the restoration of the company's name, subject to the company filing all outstanding documents and paying any late fees and a cost of Rs. 25,000 to the Prime Minister Relief Fund. The restoration would place the company and all other persons in the same position as if the name had not been struck off. The Tribunal also granted liberty to the ROC to proceed with penal action against the company for any compliance defaults.

Conclusion:
The appeal was allowed, and the company's name was ordered to be restored to the Register of Companies, subject to compliance with the specified conditions. The Tribunal emphasized that the restoration was in the interest of justice, given the company's ongoing operations and the timely filing of the appeal. The petition was disposed of accordingly, and a copy of the order was to be served to the parties.

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