2023 (8) TMI 132

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....them were shareholders of the petitioner no. 1-company. 2. The grievance of the petitioners is that despite having been struck off, the shell companies have been transacting with shares of the petitioner no. 1, thereby adversely affecting the commercial interests of the petitioner no. 1-Company, which amounts to financial fraud and corporate offence. 3. Despite the petitioners having complained repeatedly to the respondent-Authorities, no action has been taken on such behalf. 4. At the time of hearing, only the Registrar of Companies (ROC) is represented through counsel and the other respondents choose not to appear, despite service. 5. The ROC argues that its role, in the present context, is limited to Section 248 of the Compan....

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.... However, there is nothing in the provisions of the 2013 Act which empowers the ROC to enquire into the antecedents and activities of a dissolved company. Section 250 of the 2013 Act provides that where a company stands dissolved under Section 248, it shall, from such date, cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from the said date, except for the purpose of realizing the amount due to the company and for the payment or discharge of the liabilities or obligations of the company. 11. Section 252 provides for an appeal to the Tribunal. If the Tribunal is of the opinion that the removal is not justified in view of the absence of any grounds on which the order was....

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....is no bar on the said companies to carry on functioning. Hence, the cause of action in respect of the revived companies, as argued by the petitioners, lies only in a challenge before the NCLAT. 17. However, the petitioners are justified in arguing that in the event the struck off companies are still functioning, transacting the shares of the petitioner no. 1-company or otherwise, it is definitely the prerogative and incumbent duty of the concerned authorities to look into the matter. 18. Although the Securities Exchange Board of India (SEBI) is the appropriate authority to enquire into fraudulent and illegal share transactions, surprisingly, the petitioners have not impleaded the SEBI in the present writ petition. 19. The petitione....