Tribunal Grants Restoration of Company Name Under Companies Act

The Tribunal allowed the Application for restoration of the Company's name, M/s. ES Recycle Private Limited, on the Register maintained by RoC, Chennai, under Section 248 of the Companies Act, 2013. The Company's active business activities, tax compliance, and history of statutory compliance were considered in the decision. The RoC was directed to restore the Company's status to "Active," with requirements for pending filings, payment of costs, and restrictions on asset disposal. Director disqualifications were not automatically lifted, and compliance affidavits and shareholder undertakings were mandated. The order emphasized adherence to statutory obligations and financial transparency.

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Issues:
1. Restoration of Company name on the Register maintained by RoC after strike off under Section 248 of the Companies Act, 2013.

Analysis:
The Applicant filed an Application seeking restoration of the Company's name, M/s. ES Recycle Private Limited, on the Register maintained by the Respondent, RoC, Chennai, after it was struck off under Section 248 of the Companies Act, 2013. The Company failed to file Financial Statements & Annual Returns for multiple periods, leading to the strike off. The Applicant, a Director and Shareholder of the Company, argued that non-filing was due to technical reasons unknown to the Directors until 2019. The Applicant prayed for restoration based on the Company's active business activities evidenced by Income Tax, GST, and Central Sales Tax returns for preceding years. The Tribunal considered the Company's active status, tax payments, and compliance history in deciding to allow the Application for restoration.

The RoC raised an objection stating that the Company stood dissolved, and the Director could not maintain the Application. However, the Applicant's submission of being a Shareholder holding 100 shares, along with supporting documents, countered this objection. The Tribunal, after reviewing the Applicant's documents, noted the Company's active business operations and tax compliance, indicating a running business before the strike off. Considering the discretion under Section 252 of the Companies Act, 2013, the Tribunal found it just to restore the Company's name in the interest of stakeholders, including members, employees, and revenue.

The Tribunal ordered the RoC to restore the Company's original status to "Active" within 30 days of the name restoration. The Company was directed to file pending annual returns, balance sheets, and other statutory compliances, along with payment of specified costs and fees. Restrictions on asset disposal were imposed until full compliance. The order clarified that Director disqualifications under Section 164 would not be automatically lifted. An affidavit of compliance with the directions was mandated within two months. Shareholders were required to submit an Undertaking regarding clean financial transactions during demonetization. The order did not limit the RoC's power to proceed against the Company and its Directors for any alleged late filings or non-compliances under the Companies Act, 2013.

In conclusion, the Tribunal allowed the Application for restoration of the Company's name on specified terms, emphasizing compliance with statutory requirements and financial transparency.

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