Company Name Restored Despite Non-Compliance: Just & Equitable Grounds

The Tribunal allowed the appeal under Section 252(3) of the Companies Act, 2013, directing the restoration of a company's name struck off by the Registrar of Companies, Uttar Pradesh. Despite non-compliance with statutory requirements, the company demonstrated substantial assets and operational status, justifying restoration on just and equitable grounds. The Tribunal ordered the company's status to change from 'Strike Off' to 'Active,' imposing a Rs. 50,000 cost for revival and specifying procedural steps for restoration, including filing outstanding documents and publication requirements.

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Issues:
1. Restoration of name of a company struck off by the Registrar of Companies.
2. Compliance with statutory requirements under the Companies Act, 2013.
3. Just and equitable grounds for restoration of the company's name.
4. Assets and financial status of the company supporting restoration.
5. Procedural requirements and costs for restoration.

Issue 1: Restoration of Name of Company:
The appeal was filed under Section 252(3) of the Companies Act, 2013 for restoration of a company's name struck off by the Registrar of Companies, Uttar Pradesh. The company, involved in business activities, had its name struck off due to default in statutory compliances, leading to it being classified as a Dormant Company under Section 455(1) of the Companies Act, 2013. The appellant company argued that it had been active since incorporation and maintained financial accounts but faced miscommunication issues with auditors, resulting in non-filing of necessary documents.

Issue 2: Compliance with Statutory Requirements:
The Registrar of Companies (RoC) stated that the company was struck off after complying with the provisions of Section 248 of the Companies Act, 2013. The company failed to respond to show cause notices and did not file annual returns and balance sheets. The income tax authorities confirmed the existence of the company at its registered address but noted discrepancies in income tax filings for certain assessment years.

Issue 3: Just and Equitable Grounds for Restoration:
The Tribunal considered the appellant's submissions, including audited balance sheets, assets, and income tax returns, to establish that the company possessed substantial assets and was operational. Despite the non-filing of annual returns, the Tribunal acknowledged various reasons for non-compliance, such as adverse market conditions and financial issues, and deemed the company a living entity, justifying restoration.

Issue 4: Assets and Financial Status Supporting Restoration:
The Tribunal analyzed Section 252 of the Companies Act, 2013, and found it in the interest of the company, its shareholders, and creditors to order restoration of the company's name. The appellant demonstrated the necessity and justification for restoration based on assets and financial standing, warranting the restoration of the company's name in the Register of Companies.

Issue 5: Procedural Requirements and Costs:
The Tribunal ordered the RoC to restore the company's status from 'Strike Off' to 'Active' and directed the appellant to file all outstanding statutory documents within thirty days of restoration. Additionally, a cost of Rs. 50,000 was imposed for revival, to be paid online. Procedural steps, such as publication in the Official Gazette and leading newspapers, were outlined for the restoration process.

In conclusion, the Tribunal allowed the appeal, directing the restoration of the company's name with specified conditions and procedural requirements to be fulfilled by the appellant and the RoC.

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