The tribunal has the discretion to restore a company's name if it can demonstrate that it was carrying on business at the time of its strike off.

O R D E R

(Heard through Hybrid mode)

1. This Company appeal has been filed by T.S.T. Kaznavi in the capacity of shareholder of the company namely Taas Foundations Private Limited (hereinafter, the Company) under Section 252 (3) of the Companies Act, 2013 being aggrieved against the order of strike off carried out by the Respondent namely, the Registrar of Companies, Tamil Nadu under Section 248 of the , seeking to restore the name of the Company in the Register maintained by the Respondent.

2. The brief facts of the matter are tabulated below: -

3. It is stated that this appeal has been preferred against the order No. ROC/CHN/STK-7/2/2017 dated 22.07.2017 of the Registrar of Companies, Tamil Nadu, under sub-section (5) of section 248 of the Companies Act, 2013 , striking off the name of the Company from the register of companies maintained by the Registrar of Companies, Tamil Nadu. The appellant is T.S.T. Kaznavi, one of the Shareholders of the Company.

4. It is stated that the company is a private company limited by shares and was incorporated on 27.04.1993 under the Companies Act, 1956, with CIN: U U45201TN1993PTC024931. The main objects for which the Company was incorporated are as follows: -

“To acquire by purchase, lease, exchange, hire, or otherwise, lands and property of any tenure or any interest in the same and to erect, construct, repair, remodel, demolish, develop, furnish and maintain all kinds of houses, buildings, holiday resorts, hotels, flats, apartments, cottages, guest houses, sheds, godowns, commercial and shopping complexes or works of every description on any lands or property, and to pull down, rebuild, enlarge, alter and improve existing houses, buildings or works thereon……”

5. It is stated that the company’s authorized share capital is Rs.1,00,00,000/- (Rupees one crore only), divided into 10,000 equity shares of Rs.1000/- (Rupees one thousand only) each. The issued, subscribed and paid-up share capital of the Applicant Company is Rs.49,00,000/- (Rupees Forty-nine lakhs only), consisting of 4900 equity shares of Rs. 1000/- (Rupees one thousand only) each.

6. The shareholding pattern of the Company as on 07.03.2001 was as follows:

7. It is stated that under Section 248 of Companies Act, 2013 , the Registrar of Companies exercised his power to strike off the Company from the Register of Companies for non-filing of statutory financial statements and annual returns of the Company from the Financial Year 2000-2001 to Financial Year-2016- 2017 vide letter ROC/CHN/S.20/8/PVT.PUB.ACT.DOR./STK 5 in serial no. 4276 dated 10.07.20017. A copy of the Form STK-5 was uploaded by the Registrar of Companies in the MCA portal (mca.gov.in). Copy of the notice is placed as Annexure A-4.

8. It is stated that the Company’s non-compliance in filing returns was not wilful but arose due to prolonged and complex civil litigation pending before the Hon'ble High Court of Madras in C.S. No.1230/1995. The litigation involved contractual disputes relating to the Company's core business operation-“property acquisition and development.” It is stated that the Company had entered into a significant transaction for purchase of immovable property, which formed the basis of its proposed development project but the dispute, legal entanglements that followed derailed the Company's ability to carry on its business operations or file statutory returns in a regular manner.

9. It is submitted that the Company engaged in the business of construction and development all kinds of houses, buildings, holiday resorts, hotels, flats, apartments, cottages, guest houses, sheds, godowns, commercial and shopping complexes or works of every description on any land of the Company, had entered into a sale agreement in its ordinary course of business with Late Mrs. Leelie Seetharaman