Appeal granted, company restored under Companies Act 2013. Compliance required for regularization.

The Tribunal allowed the appeal, setting aside the order and restoring the company to its original status under Section 252(3) of the Companies Act, 2013. Restoration was deemed justified despite the company not being operational due to pending litigation, as it was considered 'otherwise just.' The company was directed to comply with statutory requirements within a specified timeframe to regularize its position.

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Issues Involved:
- Restoration of a struck-off company in the Register of Companies under Section 252(3) of the Companies Act, 2013.
- Interpretation of the grounds for restoration as per the provisions of Section 252(3) of the Companies Act, 2013.
- Consideration of pending litigation as a just ground for restoration.
- Failure to file annual returns and balance sheets as a reason for striking off the company.
- Adherence to statutory compliances and the impact on restoration decisions.

Analysis:

1. The case involved the appeal of a company, 'Adroit Trade (P) Ltd.,' which was struck off from the Register of Companies by the Registrar of Companies due to its failure to file annual returns and balance sheets since its incorporation in 1983. The company sought restoration under Section 252(3) of the Companies Act, 2013, which was dismissed by the National Company Law Tribunal, Chennai.

2. The Appellant challenged the dismissal, arguing that the Tribunal failed to differentiate between the situations where restoration can be ordered under Section 252(3) - when the company was carrying on business or when restoration appears just. The Appellant contended that even if the company was not operational, restoration could be justified if it was deemed 'otherwise just.' The Appellant highlighted that pending litigation hindered its operations, preventing the utilization of its land for development.

3. The Respondent, Registrar of Companies, Chennai, reported that the company had not filed annual returns and balance sheets since its inception. The Respondent also stated that notice of striking off was published in local newspapers as required by law.

4. The Tribunal found that the company had not complied with statutory requirements since its incorporation, attributing the failure to various reasons, including adverse market conditions and pending litigation. The Tribunal acknowledged the pending litigation and the impact it had on the company's operations, noting that the company was not a shell company and had tangible assets.

5. The Tribunal recognized that pending litigation could be a just ground for restoration, citing legal precedents to support this view. It emphasized that the company, despite facing challenges, was not dormant and had conducted business activities, albeit on a limited scale. The Tribunal concluded that restoration was warranted to protect the interests of stakeholders and uphold the company's existence.

6. Consequently, the Tribunal allowed the appeal, setting aside the impugned order and restoring the company to its original status. The company was directed to fulfill all statutory compliances within a specified timeframe to regularize its position in accordance with the law.

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