Company name restored under Companies Act, 2013.

The Tribunal allowed the application for restoration of the company's name, M/s. Fragrant Farms and Exports P. Ltd., under section 252 of the Companies Act, 2013. The decision was based on the concept of "just" grounds for restoration, emphasizing equitable and fair considerations. Specific directions were issued, including filing statutory documents, cost payment, compliance affidavits, and restrictions on asset disposal. The order did not automatically reinstate disqualified directors and preserved the Registrar's authority for further actions. Compliance with legal provisions and financial obligations was ensured through the restoration process.

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Issues:
Application for restoration of company name under section 252 of the Companies Act, 2013 after strike off under section 560(5) of the Companies Act, 1956.

Detailed Analysis:

1. Background and Company Details:
The application filed sought the restoration of the company's name, M/s. Fragrant Farms and Exports P. Ltd., in the register maintained by the Registrar of Companies after it was struck off. The company was incorporated in 1994 with specific objectives related to agricultural and horticultural activities, manufacturing, and exports. Financial statements were not filed as required, leading to the strike off.

2. Contentions of the Applicant:
The applicant argued that the company was not defunct as presumed by the Registrar, as it had assets and liabilities, had subscribed capital, and prepared financial statements up to March 2008. The applicant also highlighted the purchase of agricultural land for business purposes and expressed the intent to file all outstanding statutory documents upon restoration.

3. Registrar's Objections:
The Registrar of Companies raised objections regarding non-filing of annual returns and balance sheets, lack of statutory compliance, and absence of proof of business activity during the default period. The Registrar contended that all procedural requirements were followed before striking off the company's name.

4. Legal Grounds for Restoration:
The Tribunal considered the "just" ground under section 252(3) of the Companies Act, 2013 for restoration. Citing legal precedents, the Tribunal emphasized the concept of "justness" as equitable, fair, and reasonable, considering the circumstances and societal impact. The order for restoration was made based on these legal principles.

5. Directions for Restoration:
The Tribunal ordered the restoration of the company's name in the register, subject to specific directions. These included filing statutory documents, payment of costs, restrictions on asset disposal, compliance affidavit submission, and a shareholder undertaking regarding financial transactions during demonetization. The order did not automatically restore disqualified directors and did not limit the Registrar's power for further actions.

6. Conclusion:
The application for restoration was allowed based on the provided terms and directions, ensuring compliance with statutory requirements and financial obligations. The detailed analysis considered legal provisions, factual circumstances, and equitable considerations to reach a just decision in the matter.

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