2020 (8) TMI 649 - AT - Companies Law

Company Restored Post Non-Compliance Ruling Upheld for Stakeholder Protection

The National Company Law Tribunal ordered the restoration of 'M/s Trinity Combine Associate Pvt. Ltd.' after it was struck off from the Register of ... Appeal against restoration of the name of the company in the Register of Companies - Section 248 of Companies Act, 2013 - It is contended that the Appellants being the suspended Directors are helpless and the restoration of Company had been sought with malafide intentions. - HELD THAT:- In the instant case though name of the Company has been struck off from the Register of Companies due to statutory non-compliances i.e. nonfiling of Annual Returns and Financial Statements, the Tribunal, on appeal, directed restoration of name of Company in the Register of Companies after observing that litigation was pending since long against the Company, its Directors and Shareholders whose continuity will be affected by striking off the name of the Company. Pendency of such litigation was treated by the Tribunal as a just ground for ordering restoration. Though the Registrar of Companies has shown ignorance as regards any business being carried on by the Company, three suspended Directors of the Company (Appellants herein) appear to have opposed appeal preferred by Respondents No. 2 and 3 herein (Appellants before the Tribunal) and resisted their move to seek restoration of the Company. In the wake of litigations involving the Company and its management a just ground existed justifying restoration of the struck off Company to the Register of Companies. The impugned order does not suffer from any legal infirmity in so far as exercise of power under Section 252(3) of the Act by the Tribunal acting as Appellate Authority against the order of ROC is concerned. The pendency of litigations, at whatever stage, warranted restoration of name of Company to the Register of Companies, so as to safeguard the interests of Company and the stakeholders. Appeal dismissed. Issues:1. Restoration of a company struck off from the Register of Companies under Section 248 of the Companies Act, 2013.2. Jurisdiction of the Tribunal to order restoration based on Section 252(3) of the Act.3. Grounds for restoration: existence of pending litigations involving the company and its management.4. Applicability of legal precedents in similar cases to justify restoration.Issue 1: Restoration of a company struck off under Section 248:The case involved the striking off of 'M/s Trinity Combine Associate Pvt. Ltd.' from the Register of Companies by the Registrar of Companies due to non-filing of Annual Returns and Financial Statements. The National Company Law Tribunal ordered the restoration of the company, citing that it had not been struck off in accordance with Section 248 of the Companies Act, 2013.Issue 2: Jurisdiction under Section 252(3) of the Act:Section 252(3) provides two conditions for the Tribunal to order restoration of a company: (i) the company was carrying on business at the time of striking off, or (ii) it is otherwise just to restore the name. The Tribunal may give directions to place the company and stakeholders in the same position as before the strike-off.Issue 3: Grounds for restoration based on pending litigations:The Tribunal considered the existence of pending litigations against the company and its management as a just ground for restoration. The Tribunal noted that the litigation's continuity would be affected by striking off the company's name, and the restoration was in the interest of stakeholders, including the appellants seeking restoration.Issue 4: Applicability of legal precedents:The Tribunal referred to legal precedents, including a judgment by the National Company Law Appellate Tribunal and a ruling by the High Court of Madhya Pradesh, to support the restoration decision. The precedents highlighted that restoration may be appropriate when a company is involved in contested litigation at the time of strike-off, and the directors are actively participating in the legal proceedings.In conclusion, the Appellate Tribunal upheld the restoration order, finding that the impugned order did not have any legal infirmity. The decision was based on the existence of pending litigations involving the company and its management, which justified the restoration to safeguard the interests of the company and stakeholders. The appeal was dismissed, and no costs were awarded.