Interesting Query - Deemed Public Company - Status - Strike Off (Under Restoration Process)

[Sumeet Dahima]

Hi

Learned Friends

Today I have came with a challenging case, Let discuss it.

A company named M/s X Ltd its present status is - Strike off, last filing done upto - 31/03/2007. Authorised Capital  -  5 Lacs, Paid up Capital - 2 Lacs , No. of Directors -2.

This company was incorporated in 1967 as Pvt Ltd later in 1993 it became deemed public company u/s 43A (as its more than 25% holding held by Public Ltd Co.). So the ROC updated the status by cutting private word in Incorporation certificate, And being Deemed public co. it can enjoy dual status public or private both at that time.

Later change came in law in 2002, Section 43A abolished and ROC passed circular that if the Deemed public cos. want to get converted to Pvt Ltd they can and if not than they will be treated as public company.

MY QUERY ARISE HERE : -

The company  officials has written letters to ROC regarding conversion to Pvt Ltd but somehow it has not converted, whatever may be the reason due to lack of communication/knowledge n all. The company behaving like Pvt Ltd only and done the last filings till 31/03/2007. After that they stopped and company got strike off on 01/08/2012.

In June 2014 they have filed application for restoration  u/s 560 at The Hon'ble High Court at Calcutta and got the order to restore the company after doing all the annual filings within 4 weeks of passing order by paying additional fees of 65000/- regarding this.

Practically problem arise at  : -  ( For which I am asking solution)

1) Company status is Strike Off -  No annual filings be allowed (For this we have written ROC to activate efiling) or we File Form INC-28 ??

2) Company current status is Public Ltd -  And have only 2 directors (Getting Error in 20B that Public Ltd require 3 Directors), Paid Up cap -  Also 2 Lac  ( WHAT WILL BE THE SOLUTION FOR THIS -  CAN WE APPOINT ONE MORE DIRECTOR AT BACK DATE & INCREASE PAID UP CAPITAL).

​3) ​Again problem Income tax returns filed upto 31/03/2011 in which 2 Lac Paidup & 2 Directors already showed by the company officials.

4) Or we may apply it for conversion to Pvt Ltd, for this they will say it is not public limited ???? :-)

The Hon'ble High Court has passed the orders to restore but practically how it is possible , Please guide with the available solutions.

 What a case is this....... I am asking for suggestions for this from you, Please suggest your views

Thanks & Regards


Sumeet Dahima