Restoration of struck off company name allowed where business activity and just-and-proper grounds were shown.

A struck off company may be restored to the Register under Section 252(3) of the Companies Act, 2013 where it shows that it was carrying on business, files the application within the statutory period, and explains past defaults in filing returns and financial statements. The Tribunal accepted the company's readiness to regularise outstanding statutory filings with prescribed fees and found that restoration would not prejudice creditors or shareholders. On those facts, it held that restoration was just and proper under the statutory scheme and allowed the application.

---

---

Issues: Whether the struck off company was entitled to restoration of its name in the Register of Companies under Section 252(3) of the Companies Act, 2013.

Analysis: The application was filed within the statutory period and the company showed that it had been carrying on business. The Tribunal noted that the non-filing of annual returns and financial statements had been explained and that the company expressed readiness to file all pending statutory documents with prescribed additional fees and costs. It also considered that restoration would not prejudice creditors or shareholders and that the Registrar's action, though lawful, had to be balanced against the statutory power to restore where it is just and proper to do so. In these circumstances, the Tribunal found that restoration was warranted under the statutory scheme governing removal and restoration of companies.

Conclusion: The company was entitled to restoration of its name, and the application was allowed.

Ratio Decidendi: Where a struck off company establishes that it was carrying on business and that restoration is otherwise just, the Tribunal may restore its name under Section 252(3) of the Companies Act, 2013 despite prior striking off for non-compliance.

---