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2020 (11) TMI 1020 - AT - Companies LawAs per Dr. Alok Srivastava, Member(T) Seeking restoration of name of company in the ROC - Section 248 (5) of the Act and Rule 9 of the Companies (Removal of names of companies from the Register of the Companies) Rules, 2016 - HELD THAT:- The appellant has not given any cogent or convincing reason as to why the company was not in operation and the reasons provided by him about lack of electric supply and available manpower and poor market conditions are not convincing when we know that many other companies having similar businesses and production were functioning in the said time period. Moreover, the appellant failed to take any action to acquire the status of 'Dormant Company' by resorting to action under Section 455 of the Act. In addition, the company did not even care to file necessary balance sheets and annual returns for any of the financial years in question. The entire conduct of the directors of the company point to a situation that the company was not operational and the directors were not interested in running the company and take action as required under law. There are no cogent reason preferred by the appellant that could be considered as providing 'just' ground for restoring the name of the company in the register of companies - it is succinctly clear that Registrar of Companies Tamil Nadu, Coimbatore has acted in pursuance of the provisions of Section 248 of the Companies Act, 2013. He has complied with the procedural requirements as outlined in Section 248(1) of the Act and therefore his action of striking off the name of the Company M/s. Shri Laxmi Spinners Private Limited from the Register of Companies has full force of law. Moreover the appellant has not been able to make out a case in his favour as to why it would be 'just' to restore the name of his company in the register of companies in accordance with the provision of Section 252 (3) of the Companies Act, 2013. The decision of NCLT, Chennai Bench in dismissing the appeal is, therefore, correct. As per Venugopal M. J It is to be remembered that the right to seek restoration of a name of a company to the register of companies maintained by the 'Registrar of Companies' is not lost as long as 20 years have not expired. A 'Creditor' in Section 252 of the Companies Act ought to be construed widely so as to include a 'creditor' whose debt was contingent or prospective. In restoring a company to the register of companies, the court has no jurisdiction to impose any penalty for the defaults under the Act, but may order costs as a term of restoration - A dissolved company has no legal existence and, therefore, it cannot carry on business operations in accordance with the objects clause or Memorandum of Articles of Association. The effect of dissolution is that the certificate of incorporation issued to the Company is deemed to be cancelled from the date of dissolution. In the instant case on hand, the reasons assigned by the Appellant that due to inadvertence and deficient professional advice the Company had not filed the 'Balance Sheets' and 'Annual Returns' for some time, the Consultant who was entrusted with the filing of 'Returns', had no knowledge of Company Law requirements and that there was no proper superintendence to ensure that the statutory filings were completed within the time period are not acceded to by this Tribunal. The impugned order of the 'National Company Law Tribunal', Chennai Bench is set aside - application allowed.
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