Tribunal upholds Registrar's decision to strike off company for non-compliance. Dismisses appeal by disqualified Director.

The appeal was dismissed by the Tribunal, upholding the Registrar of Companies' decision to strike off the Appellant Company's name due to non-compliance with statutory requirements. The Tribunal found that the Appellant Company was not in operation, engaged in activities inconsistent with its stated business, and failed to demonstrate just grounds for restoration under Section 252(3) of the Companies Act, 2013. Additionally, the Tribunal rejected the objection regarding the maintainability of the appeal by a disqualified Director, stating it was legally infirm and unwarranted.

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Issues Involved:
1. Legality of striking off the Appellant Company’s name by the Registrar of Companies (ROC).
2. Compliance with statutory requirements by the Appellant Company.
3. The Appellant Company’s business operations and activities.
4. Maintainability of the appeal by a disqualified Director.
5. Application of Section 252(3) of the Companies Act, 2013 for restoration of the Company.

Detailed Analysis:

1. Legality of Striking Off the Appellant Company’s Name by the Registrar of Companies (ROC):
The Appellant Company, Alliance Commodities Private Limited, was struck off by the ROC, West Bengal, due to non-compliance with statutory requirements. The Tribunal upheld this action, noting that the Appellant had not filed its statutory returns and balance sheets since 2014. The ROC issued notices under Section 248(1) of the Companies Act, 2013, and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, which were published in the official gazette and newspapers. The Tribunal found no irregularity or illegality in the ROC's actions, concluding that the Appellant Company was not in operation and was not conducting any business on the date of striking off.

2. Compliance with Statutory Requirements by the Appellant Company:
The Appellant Company failed to file its Annual Returns and Financial Statements for more than two consecutive years, which led to its name being struck off. The Appellant contended that the non-compliance was unintentional and due to unawareness of the notice issued by the ROC. However, the Tribunal noted that the Appellant did not apply for the status of a ‘Dormant Company’ and found that statutory notices were duly issued, and the process for striking off was followed as per the Act.

3. The Appellant Company’s Business Operations and Activities:
The Tribunal analyzed the financial statements from 2013 to 2017 and found that the Appellant Company was not conducting its intended business of trading in commodities but was instead engaged in advancing inter-corporate loans, primarily to its sister concern. The Tribunal noted that there was no business activity, no employees were paid, and the income tax returns reflected zero gross income. The Tribunal concluded that the Company was not a going concern and was engaged in activities that could be viewed as illegal transactions by a Shell Company.

4. Maintainability of the Appeal by a Disqualified Director:
The ROC contended that the appeal was non-maintainable as it was preferred by a Director disqualified under Section 164(2)(a) of the Act. However, the Tribunal overruled this objection, stating that the Director’s status as a member of the Company was not disputed and that the issue of disqualification was anterior to the main issue of the Company’s restoration. The Tribunal found the objection regarding maintainability legally infirm and unwarranted.

5. Application of Section 252(3) of the Companies Act, 2013 for Restoration of the Company:
Section 252(3) empowers the Tribunal to restore a company if it is just to do so. The Appellant argued that the Company had financial assets and had filed income tax returns, and thus should be restored. However, the Tribunal found that the Company was not carrying on business or in operation at the time of striking off. The Tribunal emphasized that the term “or otherwise” in Section 252(3) should not be interpreted to allow arbitrary restoration of a company not complying with statutory requirements or engaging in unlawful business activities. The Tribunal held that the Appellant failed to demonstrate a just ground for restoration.

Conclusion:
The appeal was dismissed, with the Tribunal concluding that the Appellant Company did not make out a just ground for interference with the impugned order. The order was neither legally infirm nor were the findings erroneous or perverse.

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