Company restoration under Section 252(3) may be granted where assets and a credible revival plan make restoration just.

Section 252(3) of the Companies Act, 2013 permits restoration of a struck-off company's name where the company was carrying on business or, alternatively, where restoration is otherwise just. A prior voluntary request for striking off does not necessarily bar restoration if later facts show continuing assets, supporting records and a credible plan to revive operations. The discretion is to be exercised liberally when restoration serves the company's interests and no prejudice to the Registrar is shown. Imminent or proposed business revival and disclosed immovable assets may support restoration.

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Issues: Whether the appellant was entitled to restoration of the company's name under Section 252(3) of the Companies Act, 2013 despite the earlier striking off of the company at its own request, and whether it was otherwise just to restore the company in view of the disclosed assets and proposed revival of business.

Analysis: The appeal turned on the scope of Section 252(3), which permits restoration if the company was carrying on business or in operation, or if it is otherwise just to restore the name. The company had admittedly not been carrying on business when struck off, but the record showed immovable assets, supporting documents, a business plan, and an undertaking to revive operations and comply with statutory requirements. The prior voluntary request for striking off did not bar a later application for restoration when circumstances changed and the applicant became genuinely aggrieved on discovering continuing assets. Restoration under the provision is discretionary, but that discretion is to be exercised liberally where restoration serves the interests of the company and no prejudice is shown to the Registrar.

Conclusion: The company's name ought to be restored. The refusal of restoration was unsustainable, and the impugned order was set aside.

Final Conclusion: The appeal succeeded and the Registrar of Companies was directed to restore the company's registration in the register of companies.

Ratio Decidendi: Under Section 252(3) of the Companies Act, 2013, restoration may be ordered even where the company was not carrying on business at the time of striking off, if the facts show that restoration is otherwise just, and the existence of assets and a credible revival plan may constitute sufficient ground for such relief.

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