National Company Law Appellate Tribunal (NCLAT): A Bench of Justice Jarat Kumar Jain, Member (Judicial) and Balvinder Singh and Dr Ashok Kumar Mishra, Members (Technical), set aside the order passed by the National Company Law Tribunal, Mumbai, whereby it had confirmed the decision of Registrar of Companies striking off the name of the appellant company from the Register of Companies, Pune.

The Company was served notice under Section 248(1)(c) of the Companies Act, 2013. The Company, in its reply, intimated the Registrar that inadvertently regulatory filings for the year ending 31-03-2015 and 2016 were yet to be filed and the Company was in process of completing the same at the earliest. Thereafter, a public notice was issued on and the Company’s name was struck off from the register of Companies. This was challenged before the NCLT, Mumbai, which dismissed the Company’s appeal. Being aggrieved, the Company and its shareholders filed the instant appeal.

After considering the facts of the case, the Appellate Tribunal noted that “when the company has responded to the notice issued by Registrar of Companies, then Registrar of Companies has also to see that the compliance of Section 248(6) of the Companies Act, 2013 is met.” Section 248(6) provides:

“(6) The Registrar, before passing an order under sub-section (5), shall satisfy himself that sufficient provision has been made for the realization of all amount due to the company and for the payment or discharge of its liabilities and obligations by the company within a reasonable time and, if necessary obtain necessary undertakings from the managing director, director or other persons in charge of the management of the companies. Provided that notwithstanding the undertakings referred to in this sub-section, the assets of the company shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the company from the register of companies.”

The Appellate Tribunal further noted that the Registrar struck off the name of the Company without complying with the above-said provision.

In such view of the matter, the Appellate Tribunal set aside the order of NCLT, Mumbai, and directed that the Company’s name will be restored in the Register of Companies, subject to compliance with the conditions imposed. [Deorao Shriram Kalkar v. Registrar of Companies, 2019 SCC OnLine NCLAT 757, decided on 06-12-2019]

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