2019 (6) TMI 1686 - Tri - Companies Law

Tribunal restores company name struck off by Registrar under Companies Act, 2013

The Tribunal ordered the restoration of a company's name that was struck off by the Registrar of Companies under Section 248 of the Companies Act, 2013. ... Restoration of name of company - the name of the company was struck off after duly complying with the provisions of Section 248 of the Companies Act, 2013 and after providing reasonable opportunity of being heard to the company, Directors and other Stakeholders. Neither the company furnished any reply to the letters nor filed financial statements and annual returns. - Income Tax Authorities on receipt of notices filed reply stating that, assesse did not file its Income Tax Return for the AY 2010-11, 2011-12, 2012-13, 2013-14, 2014-15 & 2015-16. However, appellants' company for the first time has filed its return of income for the AY 2016-17 and thereafter for the AY 2017-18 and 2018-19. HELD THAT:- The revenue from operations of the Appellants' Company was NIL till 31.03.2017. Company has agricultural land as per the sale deed submitted. The Appellants' Company has not been filing Income Tax Return since AY 2010-11 to 2015-16. It appears that the company is not a going concern, but has some land asset and liabilities and to would be just and equitable in the interest of the Company, its Shareholders and Creditors, the name of the Company be ordered to be restored by this Bench while exercising its jurisdiction U/s 252 of the Companies Act, 2013 read with Rules made thereunder. The Registrar of Companies, the Respondent herein, is ordered to restore the original status of the Appellant Company as if the name of the Company has not been struck off from the Register of Companies and take all consequential actions such as change of Company's status from 'Strike Off to 'Active' (for e-filing), restoration of status of DIN etc. The Appellant Company is directed to file all the statutory document(s) along with prescribed fees/additional fee/fine as decided by RoC within thirty days from the date on which its name is restored on the Register of Companies by the RoC besides Income Tax Returns. Issues:- Restoration of name of a company struck off by the Registrar of Companies under Section 248 of the Companies Act, 2013.Analysis:1. Background: The appeal was filed by the Appellant Company under Section 252 of the Companies Act, 2013 seeking restoration of the name of the company struck off by the Registrar of Companies, Uttar Pradesh under Section 248 of the Act.2. Facts of the Case: The Appellant company, a Private Limited company, was incorporated in 2009 and had authorized share capital of Rs. 1,00,00,000. The Appellants, as ex-directors and shareholders, claimed the company operated in line with its MoA and AoA objectives.3. Registrar's Actions: The Respondent Registrar stated that due process was followed before striking off the company's name, as notices were sent, and no objections were received. The company failed to file financial statements and returns since 2013-14.4. Income Tax Compliance: The company had not filed income tax returns for several years but started filing from AY 2016-17 onwards. The company's financial position showed assets and liabilities, with no revenue till 2017.5. Decision and Justification: The Tribunal observed the company was not a going concern but had land assets and liabilities. It ordered the restoration of the company's name, subject to filing statutory documents and paying a cost of Rs. 50,000. The company was directed to publish a notice in a leading newspaper and the ROC to publish in the Official Gazette.6. Legal Provision: The Tribunal relied on Section 252(3) of the Companies Act, 2013, allowing restoration if the company was carrying on business or if restoration was just. The decision aimed to place the company, shareholders, and creditors in an equitable position.7. Final Orders: The Registrar was directed to restore the company's name, change its status to 'Active,' and the company was given 30 days to comply with filing requirements. The company had to pay the specified cost for revival and publish notices as directed.8. Conclusion: The appeal was disposed of, and the restoration of the company's name was ordered, emphasizing compliance with statutory requirements and publication obligations. The decision aimed to rectify the inadvertent lapse in filing and restore the company's status in the Register of Companies.