2018 (4) TMI 1646 - Tri - Companies Law

Tribunal Upholds Strike Off Decision for Inactive Company; Directors' Disqualification Temporarily Stayed

The Tribunal upheld the Registrar of Companies' decision to strike off the petitioner-company's name from the Register of Companies, as the company was ... Restoration of name of the petitioner-company in the Register of Companies - section 252(3) of the Companies Act, 2013 - name of the petitioner-company from the register of companies is struck down on the ground that, the petitioner-company has not submitted the financial statements since from its incorporation till March 31, 2016. The Registrar of Companies has filed his report. In his report he has alleged that, the petitioner-company has not filed annual returns since from its incorporation till 2015-16 - The Registrar of Companies has also observed that, the company was not carrying on any business. Held that:- From the report of the Registrar of Companies, Karnataka, Bangalore it is clear that, the company was not carrying on business or any operations at the time when its name was struck off. There are no just grounds to order for restoration of the name of the petitioner-company. No materials from the side of the petitioner-company to establish that, it was an ongoing concern at the time when its name was struck off - Therefore, the name of the company cannot be restored and the Registrar of Companies, Karnataka, Bangalore had rightly removed the name of the company from the register of companies. Petition dismissed. Issues Involved:1. Restoration of the company's name to the Register of Companies.2. Compliance with statutory requirements.3. Justification for striking off the company's name.4. Disqualification of directors.Issue-wise Detailed Analysis:1. Restoration of the Company's Name to the Register of Companies:The petitioner, a director and subscriber to the memorandum and articles of association of the petitioner-company, filed a petition under section 252(3) of the Companies Act, 2013, seeking directions to the Registrar of Companies (ROC), Karnataka, to restore the name of the petitioner-company in the Register of Companies. The petitioner-company was incorporated on May 6, 2011, and was struck off by the ROC on July 17, 2017, due to defaults in statutory compliances. The petitioner argued that the company had not commenced business due to unavoidable reasons and had voluntarily decided to strike off its name under section 248(2) of the Companies Act, 2013.2. Compliance with Statutory Requirements:The ROC initiated proceedings under section 248(1) of the Companies Act, 2013, for striking off the company's name due to non-compliance with statutory requirements, such as filing balance sheets and annual returns. The ROC issued multiple notices to the company and its directors, but no response or statutory filings were made by the petitioner-company. The ROC followed the due process, including publishing notices in official gazettes and newspapers, and ultimately struck off the company's name on July 17, 2017.3. Justification for Striking Off the Company's Name:The petitioner-company admitted that it had not initiated business operations and was inactive. Financial statements for the years 2015-16 and 2016-17 showed minimal expenses and no revenue from operations, indicating the company was not conducting business. The Tribunal noted that the company had resolved to strike off its name voluntarily but failed to complete the necessary formalities due to the unavailability of the required form (STK-2) and the repeal of the relevant provisions under the Companies Act, 1956.4. Disqualification of Directors:The ROC also published a list of disqualified directors, including those of the petitioner-company, and disqualified them from being directors from November 1, 2015, to October 31, 2020. The petitioner challenged this disqualification before the High Court of Karnataka, which stayed the disqualification order. The petitioner sought relief under the Condonation of Delay Scheme, 2018, which allowed defaulting companies to file overdue documents and reactivate the Directors Identification Number (DIN) of their directors.Judgment:The Tribunal concluded that the petitioner-company was not carrying on any business or operations at the time its name was struck off. The financial statements and the petitioner's admissions confirmed the company's inactivity. The Tribunal found no just grounds to restore the company's name and upheld the ROC's decision to strike off the company's name. The petition was dismissed, and the Tribunal directed the petitioner to comply with statutory requirements if the company were to be revived in the future.