2019 (5) TMI 1494 - AT - Companies Law

NCLAT Upholds NCLT Decision to Strike Off Company Name

The National Company Law Appellate Tribunal (NCLAT) rejected the appeal against the order of the National Company Law Tribunal (NCLT) striking off the ... Restoration of name of appellant company in the Registrar of Companies - HELD THAT:- The NCLT considered the documents placed before it and made the observations regarding these documents and held that it can be seen from the audited balance sheets, the bank Statements and all other documents brought on record by the Appellant Company that it was neither carrying on any business nor in operation when its name was struck off by the register of companies. NCLT inferred that there is no just reason to restore the Company’s name on Register of Companies - there are no reason to differ from NCLT. There is no substance in this appeal. Appeal dismissed - decided against appellant. Issues:- Appeal against order striking off company name by Registrar of Companies.- Claim of appellant regarding carrying on business and being in operation.- Consideration of documents by National Company Law Tribunal (NCLT).- ROC's reply and claim of non-filing of financial statements.- Proof of service of notice under Section 248.- Analysis of documents and income tax returns by NCLAT.- Application of Section 252 for restoration of company name.- Decision on restoration of company name on the register.Analysis:1. The appeal was filed against the order of the National Company Law Tribunal (NCLT) striking off the appellant company's name by the Registrar of Companies (ROC) for not carrying on business or being in operation for two preceding financial years.2. The appellant claimed before NCLT that it had two directors who were also shareholders, holding 100% shareholding, and had not been served with notice under Section 248(1) of the Companies Act, 2013 before the name was struck off.3. NCLT considered documents including audited financial statements, bank statements, purchase orders, sale invoices, and income tax returns filed by the appellant, but concluded that the company failed to prove it was in business or operation, leading to dismissal of the appeal.4. ROC's reply stated non-filing of financial statements for several years, issuance of STK-1 notice, and lack of response from the appellant, leading to further steps to strike off the company.5. The appellant disputed the proof of service of notice and argued for ignoring the notice, but NCLAT accepted the ROC's affidavit and noted that the appellant made no effort to challenge the proposed removal of the company name.6. NCLAT analyzed the documents, income tax returns, and observations of NCLT, finding insufficient evidence to establish that the company was carrying on business or in operation when its name was struck off in June 2017.7. Section 252 conditions for restoration of company name were considered, and based on audited balance sheets, bank statements, and other documents, it was concluded that the company was neither carrying on business nor in operation at the time of striking off.8. After hearing arguments and reviewing the findings of NCLT, NCLAT rejected the appeal, affirming the decision that there was no just reason to restore the company's name on the register.