Dismissal of Appeal Due to Company Being Struck Off from Register: Legal Analysis

The appeal against the dismissal of Company Petition No. 58/ND/2012 under Section 421 of the Companies Act, 2013 was dismissed by the NCLT due to the appellant company being struck off from the register of ROC. Despite filing for restoration under Section 252 of the Companies Act, 2013, the company failed to comply with the conditions, leading to the dismissal of their subsequent application. The NCLT and NCLAT upheld the decision, stating that the petition became infructuous as the company ceased to exist, resulting in the appeal being dismissed without cost.

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Issues Involved:
1. Dismissal of Company Petition No. 58/ND/2012.
2. Restoration of the company's name in the register of ROC.
3. Legal consequences of a company being struck off from the register.

Summary:

1. Dismissal of Company Petition No. 58/ND/2012:
The appeal was filed under Section 421 of the Companies Act, 2013 against the NCLT order dated 13.01.2023, which dismissed CP No. 58/ND/2012. The petition sought reliefs including the production of documents verifying the appointment of nominee Directors, declaring the removal of existing Directors as null and void, and restraining certain respondents from appointing nominee directors or transferring shares. The NCLT dismissed the petition because the appellant company, M/s. Panthera Developers Private Limited, was struck off from the register of ROC on 08.08.2018, and no proceedings can be initiated by or against a "Struck off Company."

2. Restoration of the company's name in the register of ROC:
M/s. Panthera Developers Private Limited had filed an appeal under Section 252 of the Companies Act, 2013, which was allowed on 15.05.2019, subject to the company filing outstanding documents and paying a cost of Rs. 25,000/- to the Prime Minister Relief Fund. However, the company failed to comply with these conditions, leading to the dismissal of their subsequent application for modification of the restoration order, with an additional cost of Rs. 50,000/-.

3. Legal consequences of a company being struck off from the register:
Section 250 of the Companies Act, 2013 states that a company ceases to operate as a company once it is struck off, except for realizing dues or discharging liabilities. The NCLT observed that none of the prayers in CP No. 58/ND/2012 fell under this exception. The appellant's reliance on the Supreme Court judgment in Commissioner of Income Tax, Jaipur Vs. Gopal Shri Scrips Pvt Ltd, and an interlocutory order by the Income Tax Appellate Tribunal was found unconvincing, as those cases pertained to tax liabilities, not to allegations of oppression and mismanagement.

The NCLAT upheld the NCLT's decision, stating that the CP No. 58/ND/2012 had become infructuous since the appellant company ceased to exist as a company. The appeal was dismissed without cost.

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