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2025 Supreme(Online)(NCLT) 2901
NATIONAL COMPANY LAW TRIBUNAL
Smt. Bidisha Banerjee, Member (Judicial), Cmde Siddharth Mishra, Member (Technical)
Income Tax Officer, Ward 8(1), Kolkata – Appellant
Versus
The Registrar of Companies, West Bengal – Respondent
Company Petition | CP/187(KB)2024
For the Petitioner: Ms. Rashmi Bothra
For the Respondents:
Restoration of company name under Section 252(3) of the Companies Act is granted when no objections are raised by the Registrar, ensuring compliance with statutory obligations.
Headnote:(A) Companies Act, 2013 - Section 252(3) - Restoration of company name - The Income Tax Officer filed a petition for restoration of M/s. Aconite Commotrade Private Limited, whose name was struck off for non-compliance and not conducting business for two years. The Registrar of Companies did not object to the restoration. (Para 7)
(B) Compliance and Requirements - The Tribunal directed the restoration of the company status and mandated the filing of outstanding statutory documents within 45 days from restoration. (Para 6, 8)
Facts of the case:
The petitioner’s company name was struck off due to non-payment of dues and failure to file statutory returns since 2016, prompting the petition for restoration based on the argument of unfairness.
Findings of Court:
The court allowed restoration based on non-opposition by the Registrar and the plea of the petitioner, prioritizing fair treatment. The company must comply with statutory requirements post-restoration.
Issues: The court primarily addressed the justification for striking off and the fairness of restoring the company name, balancing compliance with the law and equity.
Ratio Decidendi: The Tribunal's jurisdiction under Section 252 allows restoration of a company name if there is no objection from the Registrar, emphasizing the importance of compliance with statutory obligations.
Result: The petition is allowed and the company name is restored.
An application under Section 252 (3) of the Companies Act, 2013
and Companies (Removal of Names of Companies from the Register
of Companies) Rules, 2016 and other relevant Rules
IN THE MATTER OF:
M/s. Aconite Commotrade Private Limited (PAN: AAHCA5280G), a company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013, having its
registered office at 159, Rabindra Sarani, Kolkata-700007.
……Struck Off
And
Income Tax Officer, Ward 8(1), Kolkata, having office at Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4 Acharya Jagdish Chandra Bose Road,
Kolkata-700020.
……Petitioner
Versus
1. The Registrar of Companies, West Bengal, having its office at Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4, Acharya Jagdish Chandra Bose
Road, Kolkata-700020, West Bengal.
2. Rajesh Kumar Agarwal, working for gain at 159, Rabindra Sarani,
Kolkata-700007.
3. Amar Nath Das, working for gain at 159, Rabindra Sarani, Kolkata-
700007.
……Respondents
Date of pronouncement: 04.07.2025
Coram:
Smt. Bidisha Banerjee, Hon’ble Member (Judicial)
Cmde Siddharth Mishra, Hon’ble Member (Technical)
Appearance (via hybrid mode):
Ms. Rashmi Bothra, Adv. ] For the Petitioner
O R D E R
Per: Bidisha Banerjee, Member (Judicial)
1. The court convened through a hybrid mode.
2. This Company Petition has been filed by Income Tax Officer, Ward
8(1), Kolkata, under Section 252 (3) of the Companies Act, 2013 for restoration of name of the Struck off Company in the register of the Companies, maintained in the office of the Registrar of Companies, West Bengal. It is stated that the name of the Company was struck off on 25.10.2019
3. The Company (i.e. M/s. Aconite Commotrade Private Limited) having CIN No. U51909WB2008PTC131505 has not paid an outstanding demand pending for amounting to ₹ 1,08,92,178/- and the recovery proceedings are pending against the Respondent company.
4. It is contended that the Company has not filed the statutory returns since the financial year 31.03.2016 and the Registrar of Companies, West Bengal has reasonable cause to believe that the company is not carrying on business or in operation for the period of last 2 years. Accordingly, the competent authority has struck off the name of the petitioner company under Section 560 of the Companies Act, 1956.
5. It is further contended that the Company Authorised Capital of ₹
6,60,000/- and paid-up Capital of ₹ 6,55,000/- as per master data of the Company and it will be unfair to company if the company is struck-off. Upon the said contentions, the learned Counsel for the Petitioner prayed for passing of an order for restoration of the name of the appellant company.
6. Notices were issued to the Registrar of Companies, West Bengal. The Registrar of Companies, Bengal has submitted a report. It was stated in the report that only after the compliance of requirements to be met under Section 248 of the Companies Act, 2013, the Registrar of Companies, West Bengal has struck off the name of the Company from the register.
7. The Registrar of Companies, West Bengal has not objected to this application for restoration of the name of the company. We feel that it is just that the name of the Company is restored. Accordingly, in exercise of the powers conferred on the Tribunal under Section 252 of the Companies Act, 2013, the petition is allowed on the Following terms:
(a) The Registrar of Companies, West Bengal, the respondent herein, is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from ‘Struck off’ to ‘Active’
(b) The company is directed to file all pending statutory documents including Financial Statements and Annual Returns of the Company along with prescribed fees/additional fee/fine as decided by Registrar of Companies, West Bengal within 45 days from the date on which its name is restored on the register of com
