Case Overview

This proceeding, CP No.30/ALD/2023 along with CA No.18/2023, was initiated by an application filed by the Registrar of Companies (RoC), Kanpur, under the second proviso to Section 252(1) of the Companies Act, 2013. The application sought the restoration of the name of M/s ACDI VOCA Social Development Organisation (CIN: U85191UP2013NPL054428) to the Register of Companies. The respondent company was incorporated on 28 September 2010 under Section 25 of the Companies Act, 1956 (now Section 8 of the 2013 Act) with its registered office in Lucknow, U.P. Its directors are Shri Deo Datt Singh (DIN: 02285246) and Shri Vinay Kumar Tulsi (DIN: 03124940).

The principal issue was that the company's name was struck off based on an application it filed under the Fast Track Exit (FTE) Scheme. The company had applied for this via e-form FTE (SRN B76356781) on 4 June 2013, citing that it had been inoperative since incorporation. The RoC admitted this action was a mistake because, as per Ministry of Corporate Affairs Circular No. 36/2011 dated 7 June 2011, clause 1(e), the FTE scheme was not extended to companies registered under Section 25 of the Companies Act, 1956. Consequently, the notice under Section 560(5) of the 1956 Act published in the official gazette on 25 September 2014, and the subsequent strike-off, were incorrect.

The RoC's application was filed late, for which a condonation of delay application (CA No. 18/2023) was also submitted. The reason cited was the resignation of the Company Prosecutor in February 2022 and a subsequent delay in assigning the task to another official.

The directors (Respondents 2 & 3) admitted they had inadvertently missed clause 1(e) of the circular but contended that restoration would serve no purpose as the company had been non-operational since inception and had no outstanding liabilities to creditors or government authorities.

Final Outcome

The NCLT Bench, comprising Member (Judicial) Sh. Praveen Gupta and Member (Technical) Sh. Ashish Verma, allowed the condonation of delay and the main application. The tribunal found that the company was struck off based on incorrect information and in violation of the MCA circular. It directed the RoC, Uttar Pradesh, Kanpur, to restore the company's name to the register, changing its status from "struck off" to "active."

The company was directed to file all pending statutory documents, including Annual Accounts and Annual Returns, along with prescribed fees and additional fees, within 45 days from the date of restoration. It must also fulfill all other relevant statutory compliances under the Companies Act, 2013 and the Income Tax Act. The order clarifies that it does not preclude the RoC or any other government authority from taking action for any other violations committed by the company.

Topics: NCLT Order, Company Restoration, Regulatory Compliance