2020 (10) TMI 226 - Tri - Companies Law

Tribunal Restores Company Name Despite Violations, Emphasizes Compliance and Transparency

GRIFFIN DEVELOPERS PRIVATE LIMITED. Versus THE REGISTRAR OF COMPANIES

The Tribunal ordered the restoration of the Company's name in the Register of Companies despite violations in the Fast Track Exit Mode application and ... Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- On 17-09-2019, this Bench directed to obtain the NOC from the Income Tax Department and notice was issued to the Tax Recovery Officer (Central), Income Tax Department, Ernakulam. Sufficient time was given to the appellant to obtain the same vide Orders dated 11.11.2019, 28.11.2019 and 30.12.2019 and on 16-01-2020, this Bench directed the appellant to file an affidavit to show that they will file all the pending Income Tax arrears due for the Assessment Years 2002-03 to 2008-09, once it is restored. On 17-01-2020, the appellant had filed an affidavit and stated that immediately upon restoration of the appellant Company, they shall file the Income Tax Returns with the Income Tax authorities and to make such filings up to date. This Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies - Application disposed off. Dated the 17th day of January, 2020. Issues:- Restoration of Company's name in Register of Companies- Violation of guidelines in Fast Track Exit Mode application- Concealment of true state of affairs regarding company's assets- Pending Income Tax arrears due for Assessment Years 2002-03 to 2008-09Restoration of Company's name in Register of Companies:The case involved a Company Appeal seeking direction to restore the name of the Company in the Register of Companies. The Company had failed to attract customers or commence operations due to industry competition. The Board of Directors, realizing an error in property registration, sought revival to continue real estate business. The Registrar of Companies had approved the strike-off application, but later found violations in the application and false statements by the Directors. However, after re-examination and submissions by the appellant, the Tribunal decided to order restoration of the Company's name in the Register of Companies.Violation of guidelines in Fast Track Exit Mode application:The Registrar of Companies found that the Fast Track Exit application was filed in violation of guidelines, concealing the true state of the company's assets. The Directors, including the appellant, were accused of making false statements, attracting penal consequences under the Companies Act. Additionally, a summons was received regarding tax arrears due from the appellant, adding to the complexity of the case.Concealment of true state of affairs regarding company's assets:The Directors were found to have concealed the true state of affairs regarding assets held by the Company while filing the Fast Track Exit application. The application affirmed the absence of assets and liabilities, which was later discovered to be inaccurate. This concealment raised concerns about the Directors' actions and compliance with statutory requirements.Pending Income Tax arrears due for Assessment Years 2002-03 to 2008-09:The Tribunal directed the appellant to file all pending Income Tax arrears due for the specified assessment years with the Tax Recovery Officer within a set timeframe. Compliance with this directive was crucial for the restoration of the Company's name in the Register of Companies. The order emphasized the importance of addressing financial obligations to ensure regulatory compliance and proper functioning of the Company.In conclusion, the Tribunal's judgment addressed various issues related to the Company's restoration, violations in the application process, asset concealment, and pending tax arrears. The decision highlighted the need for transparency, compliance with guidelines, and fulfillment of financial obligations to rectify the Company's status and resume business activities lawfully.