2022 (5) TMI 1107 - Tri - Companies Law

Tribunal restores struck-off company, compliance essential for reinstatement

Tilak Shankar Mazumder and Ors. Versus The Registrar of Companies, West Bengal

The Tribunal granted the Company Petition for restoration of the struck-off company's name under Section 252 of the Companies Act, 2013. The company, with ... Restoration of name of the struck off company in the Registrar of Companies, West Bengal - Section 252(3) of the Companies Act, 2013 - HELD THAT:- The Registrar of Companies, West Bengal has submitted its report. It has been stated in the report that only after complying with the provisions of Section 248 of the Companies Act, 2013, Registrar of Companies, West Bengal has struck off the name of the Company with effect from the Register maintained by the Registrar of Companies, West Bengal. In the Report, the RoC, West Bengal has not objected to this application for restoration of the name of he company. On perusal of the application, it is satisfying that the name of the company should be restored to the register - Accordingly, in exercise of the powers conferred on the Tribunal under Section 252 of the Companies Act, 2013, the petition is allowed. Issues:Company Petition filed for restoration of name of struck off company under Section 252(3) of the Companies Act, 2013.Analysis:1. The petitioner, a shareholder of the struck-off company, filed a Company Petition seeking restoration of the company's name in the Registrar of Companies, West Bengal. The company was struck off due to non-filing of Financial Statements and Annual Returns for multiple financial years.2. The struck-off company, despite the inadvertent mistake by the management, still possesses assets and liabilities. The company has assets amounting to Rs. 12,29,721.00, an unsecured loan of Rs. 18,71,348.70, and current liabilities of Rs. 10,000.00. It was argued that keeping the company struck off would be unfair to creditors and the company itself.3. The Registrar of Companies, West Bengal, in its report, confirmed that the company was struck off after complying with the provisions of Section 248 of the Companies Act, 2013. However, the RoC did not object to the application for restoration, indicating no legal impediment to the restoration.4. The Tribunal, after reviewing the application and the RoC report, found merit in restoring the name of the struck-off company to the register. The Tribunal exercised its powers under Section 252 of the Companies Act, 2013, and allowed the petition with specific directions.5. The key directions included instructing the RoC to restore the company's status from 'struck off' to 'Active', requiring the company to file all pending statutory documents within 45 days of restoration, imposing a cost of Rs. 50,000 for restoration, and mandating the delivery of a certified copy of the order to the RoC.6. The restoration of the company's name was contingent upon compliance with the prescribed directions within specified timelines. The Tribunal clarified that the order was limited to the mentioned violations and would not preclude further actions by the RoC for any other violations committed by the company.7. The Company Petition was disposed of, and the Registry was directed to circulate copies of the order to all relevant parties. Additionally, urgent certified copies of the order were to be issued upon completion of formalities.