TaxTMI 
TaxTMI 
2020 (11) TMI 627
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....etitioner appeared. Ld. Dy. ROC, WB appeared. CP No. 183/KB/2020 is filed by the RP for restoration of the name of the company (M/s Goouksheer Farm Fresh Pvt. Ltd.) in the register maintained by the Registrar of Companies. This company is admitted in CIRP vide order dated 13.12.2019 in CP (IB)No. 1582/KB/2019. For completion of CIRP effectively, we restore this Company under Section 252(3) of the Companies Act, 2013. We direct the ROC, WB to restore the name of the company in the register of companies. We further direct the ROC, WB to not to levy any fee/penalty to the company because company is in CIRP." and consequently, allowed the Company petition with this direction and disposed of the same. Resume of Facts 3. The Registrar of Companies (Appellant) had struck off the name of the First Respondent / Company M/s. Goouksheer Farm Fresh Pvt. Ltd. after complying with all the requirements of Section 248 of the Companies Act, 2013 and the relevant rules made thereunder viz. Companies (Removal of Names of Companies from Register of Companies) Rules 2016. 4. The 'Financial Creditor' (M/s. P.M. Cold Storage Pvt. Ltd.) filed an application u/s 7 of the 'I&B'....
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....er day and different amounts may be prescribed for different classes of companies. 9. The Learned Counsel for the Appellant contends that in terms of Rule 12 of Companies (Registration Offices & fees) Rules, 2014, the documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fee as applicable, as mentioned in Table annexed to these Rules. However, the Tribunal directed the Appellant not to levy any fee / penalty to the Company. 10. It is the stand of the Appellant that as per Rule 87(a)(4)(d) of the 'National Company Law Tribunal' Rules, 2016 where the Tribunal makes an order restoring the name of a Company in the register of companies, the order shall direct that the Company shall file pending Financial Statements and Annual Returns with the Registrar and comply with the requirements of Companies Act, 2013 and Rules made thereunder within such time as may be directed by the Tribunal. 11. The Learned Counsel for the Appellant comes out with an argument that there is no enabling prov....
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....the Registrar of Companies upon receiving the direction from the Tribunal to restore the Company as if the name of the Company had not been struck off from the 'Register of Companies'. Appraisal 18. According to the Appellant, the present Appeal is well within the limitation period as per Section 421(3) of the Companies Act, 2013 as the Appellant's office came to know about the impugned order only on 05.02.2020 when it received the letter dated 03.02.2020 from the authorised representative of the second Respondent enclosing the copy of the impugned order dated 22.01.2020 passed by the Tribunal, Kolkata Bench in in C.P. No. 183/KB/2020. Thereafter, the office of the Appellant had applied for a certified copy of the impugned order on 04.03.2020 and the same was received on 11.03.2020. 19. The categorical stand of the Appellant is that the Ministry of Home Affairs, Government of India imposed a nationwide lockdown due to COVID 19 being declared as 'pandemic' by the World Health Organisation w.e.f. 24.03.2020 which was extended from time to time by the 'Ministry of Home Affairs' and the 'State Governments'. 20. Added further, the Appellant takes a plea that the Hon'ble Supr....
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....ompany and that the Court has to examine the concept of 'justness' not exclusively from the perspective of a creditor or a member or a debtor but from the perspective of the society as a whole. 26. In the decision 'M.A. Rahim and Anr.' V. 'Sayari Bai' (DB) reported in (MANU/TN/0218/1973) it is held that the word 'just' connotes 'reasonableness' and something conforming to 'rectitude' and justice, something equitable and fair. 27. In this connection, this Tribunal, worth recollects and recalls the decision 'Ratanshi Panchan Tank' V. 'Registrar of Companies' Kerala and others (Full Bench) reported in 1969 KLT p 858 wherein at paragraph 3 and 4 it is observed as under: - "3. The services end when, on being so satisfied the Registrar proceeds to effect the registration, or, on not being so satisfied, he refuses registration. Although there would appear to be no express provision as in S. 80 of the Indian Registration Act that, "all fees for the registration of documents shall be payable on the presentation of such documents", it seems to us obvious that the fee payable for the registration of a Company, under S.611 r/w item 2 Schedule X of the Companies Act, is payable o....
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....t, 1956. 29. Section 252(1) of the Companies Act, 2013 deals with filing of an 'Appeal to Tribunal' by any person aggrieved by an order of the Registrar, notifying a Company as dissolved u/s 248 etc. Indeed, an application to the Tribunal before the expiry of 20 years from the publication in the Official Gazette of the notice under sub-section 5 of Section 248 of the Act can be made by any Member, Creditor or Workman thereof being aggrieved by the order of 'Registrar of Companies' striking off the name of the Company from the register of Companies as per Section 252(3) of the Companies Act. 30. In fact, every person having a pecuniary claim against the Company whether actual or contingent is a 'Creditor' as per decision 'State of Andhra Pradesh' V. 'Hyderabad Vegetable Products Company Ltd.' reported in 1962 32 Comp. cases p.164 (AP). 31. It is pertinently pointed out that Section 92 of the Companies Act, 2013 r/w Rule 11 of the Companies (Management and Administration) Rules, 2014 provides for filing of 'Annual Return' of a Company in the prescribed form. By filing the 'Annual Return' mentioning enough disclosures at the end of each 'Financial Year' no doubt, the 'Shareho....
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.... on its operations. 39. As regards the plea of the Appellant that the restoration of Company is not needed for recovery of due(s) or carrying out the 'Corporate Insolvency Resolution Process' or winding up of the struck off Company as per Sections 248(8) and 250 of the Companies Act, 2013, it is to be pointed out that the C.P. No. 183/KB/2020 before the Tribunal was filed by the 'Interim Resolution Professional' (second Respondent) based on the direction issued by the Tribunal in its order dated 13.12.2019 to file necessary petition for restoration of the Company and hence, the said C.P. No. 183/KB/2020 is maintainable in Law. 40. In so far as the plea taken on behalf of the second Respondent that Rule 11 of 'National Company Law Tribunal' Rules, 2016 empowers the Tribunal to make such orders as may be necessary for meeting the ends of justice, it is to be pointed out that the same cannot be pressed into service, when Section 403(1) of the Companies Act, 2013 deals expressly with fee for filing etc. coupled with Rule 12 of Companies (Registration Offices and Fees) Rules, 2014 are regarded as an inbuilt, self-contained and exhaustive ones. Viewed in that perspective, the invoc....