Mr. Vikash Binani vs Registrar Of Companies

Satya Ranjan Prasad, Member (Technical)

This Company Petition has been filed by Mr. Vikash Binani, shareholder holding 74% of paid-up shares in M/s. South West Orissa Bauxite

Mining Private Limited, CIN: U 13203OR2009PTC010954, u/s. 252(3) of the Companies Act, 2013 for restoration of name of the struck Off

company In the register of companies, maintained in the office of the Registrar of Companies, Odisha. It is stated that the name ot“the Company

was struck off on 21"" June, 2017.

lt is contended that the Company had not filed the Financial Statements for the financial years ended 2013-14 to 2016-17 and Annual Returns of the

Company tor the financial years ended 2013-14 to 2016-17. That the Struck off Company South West Orissa Bauxite Mining Private Limited

(SWOBMPL) was incorporated as a Special Purpose Vehicle (SPV) in the form of Joint Venture between Vedanta Limited [formerly Sterlite

Industries (India) Limited (SIIL)] and The Odisha Mining Corporation Limited (OMCL) (A Government of Odisha Undertaking) for Bauxite mining at

Lanj igarh, Odisha. As mentioned in the petition, due to the reasons beyond control of both the parties to the SPV, bauxite mining lease could not be

availed by the OMCL and even the milestones set out in the agreement could not be achieved. It is further contended that the 17 years have been

expired from the date of signing of the Memorandum of Understanding and 10 years have been expired from the date ofjoint venture agreement dated

5""' October, 2004 and in the meantime Mines and Minerals (Development and Regulation) Act, 1957 (MM DR Act) was amended by MMDR

Amendment Act, 2015 and with respect to such amendment Government Company is required to have more than 74% ownership in the joint venture

and the joint venture partner is requlred to be selected through competitive bidding process. These provisions had come into force on 1 2""' January,

201 5. That due to such legal issues the Company was not able to file the requi red Financial Statements and Annual Returns since Financial Year

2013-14 till the present date and the Reg istrar of Companies, Odisha Struck Off the name of the Company from its reglster of companies on

21.06.2017. Further it was suhmitted before the Tribunal that with the enactment of MMDR Amendment Act, 2015 the SPV (SW OBMPL) lost its

substratum mentioned in the object clause and subsequent to it the OMCL also had terminated the Joint Venture Agreement. Further it was stated

that once the name of S WOBMPL is restored in the register of companies and after filing of all the statutory retulns with the office of Registrar of

Companies, Odisha, the S WOBMPL will start the process of winding up according to the provisions of the Companies Act, 201 3. Upon the said

contentions. the Ld. Counsels for the Petitioner prayed foi passing of an order for restoration of the name of the appellant company.

Notices were issued to the Registrar of Companies, Odisha. The Registrar of Companies, Odisha has submitted a report. It was stated in the report

that only after compliance of the requirements to be met under Section 248 of the Companies Act, 2013, Registrar of Companies, Odisha has struck

off the name of the company from the register.

ROC Odisha has not objected to this application for restoration of the name of the company. On perusal of the application, we are satisfied that the

name of the company should be restored to the register. Therefore, this petition deserves sympathetic consideration. Accordingly, the present petition

is allowed on the following terms: -

a) The Registrar of Companies, Odisha, the respondent herein, is directed to restore the original status of the petitioner company as lf 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 fi om ‘Struck off to

‘Active’.

b) The Petitioner Company is directed to file all pending statutory document(s) including Annual Accounts and Annual returns for the period 2013-14 to 31.03.2020

along with prescribed fees/additional fee/fine as decided by Registrar of Companies, Odisha within 45 days from the date on which its name is restored on the register

of companies maintained by the Registrar of Companies, Odisha.

c) The restoration of the Company’s name is also subject to the payment of cost of 170,000/- (Rupees Seventy Thousand only) through online payment in ca

ov.in under miscellaneous fee by mentioning particulars as “Payment of cost for restoration of company pursuant to orders of NCLT in CP No.

19/CB/2021â€​.

d) The petitioner is directed to deliver a certified copy of this order with Registrar of Companies, Odisha within thirty days of the receipt of this order.

e) On such delivery and after due compliance with the above directions, the Registrar of Companies, Odisha is directed to publish the order in the Official Gazette

under his office name and seal;

f) This order is con fined to the violations, which ultimately led to the impugned action of striking off the name of the Company, and it will not come in the way of

Registrar of Companies, Odisha to take appropriate action(s) in accordance with law, for any other violations / offences, if any, committed by the petitioner company

prior to or durlng the period the name of the Company remained struck off.

The CP No. 19/CB/2021 is disposed of accordingly.

The Registry is directed to send e-mail copies of the order forthwith to all the parties inclusive of the Counsel.

Urgent certified copy of this order, if applied for, be issued upon compliance with all requisite formalities.