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2019 (6) TMI 136 - AT - Companies LawRestoration of name of appellant company in the the Register of Companies - the name was struck off for failure on the part of Appellant to file its annual returns and balance sheets since incorporation - HELD THAT:- A suit has been filed against the Appellant Company by ‘S. G. Nichelos and others’ which is pending adjudication before Ld. Subordinate Judge of the Nilgiris. Proceedings in the suit have been kept on hold by Hon’ble High Court at Madras which is hearing an appeal against dismissal of interim injunction application preferred by the opposite party. It is nobody’s case that the Appellant Company is a Shell Company. It is also not denied that the Company is locked in a litigation not commenced by it and further proceedings in the suit have been stayed by the Hon’ble High Court of Madras. There is nothing in the Report of ROC to even suggest that the Appellant Company was not in existence. The documents relied upon by the Appellant, some of which were not before the Tribunal, unmistakably demonstrate that the Appellant Company is a living entity and its operations have come to a grinding halt, one of the reasons being the pending litigation and the order of stay passed by the Hon’ble High Court of Madras - Pending litigation in itself has been judicially recognized as a ‘just’ ground for restoration of a Company struck off the Register of Companies. Appellant has been able to demonstrate that the Appellant Company has been carrying on business of sale and purchase of property though the instances given are few and far between and such transactions cannot be said to be substantial and of respectable magnitude. However, that does not detract from the fact that the Appellant was carrying on business which was seriously affected because of pending legal process. In the given circumstances, it would be just to restore the struck off Appellant Company at the instance of Company itself or its Shareholder or Director. The Tribunal appears to have been oblivious of the proposition that it had power to order restoration of the Appellant Company in the Register of Companies on a just ground notwithstanding the fact that it failed to transact business for the assigned reasons. The matter was to be approached from a broader perspective keeping in view the interests of various stakeholders and larger social interest which can be better subserved by restoring a Company struck off for mere statutory non-compliances, which is not a Shell Company as is the admitted position in the instant case. Appellant Company is restored to its original status - appeal allowed.
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