Company name restored to register after ROC struck off for non-filing subscription declaration under Section 248

NCLT Allahabad allowed appeal under Section 252(1) of Companies Act, 2013 for restoration of company name to Register of Companies. The company was struck off by ROC under Section 248(1)(d) for non-filing of subscription declaration within 180 days of incorporation as required under Section 10A. NCLT distinguished between appeals under Section 252(1) for companies dissolved under Section 248(1) with 3-year limitation versus applications under Section 252(3) for voluntary strike-offs under Section 248(2) with 20-year limitation. Company's name ordered restored to active status with direction to ROC to take further action regarding late subscription payment and other statutory violations.

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Issues Involved:
1. Validity of the appeal under Section 252(3) of the Companies Act, 2013.
2. Compliance with Section 10A of the Companies Act, 2013.
3. Restoration of the company's name in the Register of Companies.
4. Payment of penalties and costs for restoration.

Detailed Analysis:

1. Validity of the Appeal under Section 252(3) of the Companies Act, 2013:
The Tribunal examined whether the appeal filed under Section 252(3) is maintainable. The appeal was filed by the appellant company against the striking off of its name by the Registrar of Companies (ROC) under Section 248(1) due to non-compliance with Section 10A. The Tribunal noted that Section 252(1) allows an aggrieved person to file an appeal if the company is dissolved by the ROC under Section 248(1), while Section 252(3) is applicable when the company itself requests to be struck off under Section 248(2). The Tribunal concluded that the appeal should have been filed under Section 252(1) and not Section 252(3). However, the Tribunal cited the Supreme Court's decision in P.K. Palanisamy vs N. Arumugam & Anr, stating that wrong citation of the provision does not invalidate an appeal if the court has jurisdiction. Thus, the appeal was considered under Section 252(1) and found to be maintainable.

2. Compliance with Section 10A of the Companies Act, 2013:
The ROC struck off the company's name due to non-compliance with Section 10A, which mandates the filing of a declaration regarding the payment of subscription amount within 180 days of incorporation. The appellant company argued that it could not comply due to financial difficulties caused by the COVID-19 pandemic. The Tribunal acknowledged the impact of the pandemic on the company's ability to meet regulatory obligations. The appellant also submitted an undertaking to comply with any penalties related to the failure to pay the subscription amount for shares upon incorporation.

3. Restoration of the Company's Name in the Register of Companies:
The Tribunal considered the facts and circumstances, including the impact of the COVID-19 pandemic on the company's operations. The Tribunal directed the ROC to restore the name of the appellant company in the Register of Companies, changing its status from "struck off" to "active." The restoration is subject to the appellant complying with all pending statutory requirements under the Companies Act, 2013, and the Income Tax Act, 1961.

4. Payment of Penalties and Costs for Restoration:
The Tribunal ordered the appellant company to pay a cost of Rs. 20,000/- to the ROC and an additional Rs. 20,000/- to the Prime Minister National Relief Fund. The ROC is to give effect to the restoration order only after verifying the payment of these costs. The appellant company is also directed to file all statutory forms, documents, and returns within 45 days from the date of restoration.

Conclusion:
The Tribunal allowed the appeal, directing the ROC to restore the appellant company's name in the Register of Companies, subject to compliance with statutory requirements and payment of costs. The order emphasizes the importance of adhering to regulatory obligations and provides a pathway for the company to rectify its non-compliance and resume operations.

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