2020 (11) TMI 250 - Tri - Companies Law

Tribunal Revives Company Name for Recovery: Non-Compliance Penalties Imposed

The Tribunal ordered the restoration of a strike-off company's name in the Register of Companies under Section 252(3) of the Companies Act, 2013. The ... Restoration of the name of the strike off Company in the Register of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- As per report of the ROC on record, the name of the Company may be restored based upon the facts and material on record with suitable penalty/fine may be imposed for non-compliance of the provisions of the Companies Act, 2013 by the Company/its Directors - It is noted that the name of the company has been struck off without having any communication prior to such exercise with the Income Tax Department. It has resulted in non-recovery of revenue. The demand is not in dispute, hence, to facilitate the recovery of same, in our view it is a just cause to revive the name of the company in the Register of Companies from the date of striking off in the register maintained by ROC, Gujarat, (Dadra & Nagar Haveli). It is made clear that the company is revived only for this limited purpose and its name shall remain in the Register of Companies till the recovery of dues by the Income Tax Department. Hence, requirement for filing of Annual Returns and Annual Financial Statements is waived. The Registrar of Companies, Gujarat, (Dadra & Nagar Haveli) the Respondent No-1, herein, is ordered to restore the name of the Company as if the name of the Company has not been struck off from such Register - application allowed. Issues:Restoration of name of strike off Company in Register of Companies under Section 252(3) of the Companies Act, 2013 for non-compliance and non-filing of statutory returns leading to assessment order by the Department of Income Tax.Analysis:The Department of Income Tax filed an application under Section 252(3) of the Companies Act, 2013 seeking restoration of the name of a strike off Company in the Register of Companies. The company, Aldiablos Infotech Pvt. Ltd., failed to file statutory returns since 2014, resulting in non-compliance with the Companies Act provisions. The Registrar of Companies (ROC) struck off the company's name in 2018 as it was neither operational nor conducting business, failing to apply for the status of a 'Dormant Company' under Section 455 of the Companies Act.The Department of Income Tax highlighted an assessment order from 2019, showing a total income of Rs. 5.67 Crores for the company in the assessment year 2017-18. The counsel argued that recovery of the assessed amount was impeded due to the company's strike off status. The Tribunal acknowledged the submission and directed restoration of the company's name in the Register of Companies, imposing suitable penalties for non-compliance with the Companies Act by the company and its directors.The Tribunal noted that the company's strike off occurred without prior communication with the Income Tax Department, resulting in unrecovered revenue. To facilitate recovery, the Tribunal ordered the revival of the company's name in the Register of Companies from the date of strike off, with a specific limitation. The company's revival was solely for the purpose of recovering dues, waiving the requirement for filing annual returns and financial statements.In the final order, the Tribunal directed the Registrar of Companies, Gujarat, to restore the company's name in the register, allowing the Applicant to deliver a certified copy of the order within thirty days. The Registrar was instructed to publish the order in the official Gazette and warned that this order did not absolve the company from other violations or offenses committed before or during the strike off. The Applicant was required to inform the Respondent after recovering dues for further proceedings under Section 248 of the Companies Act, 2013. The Tribunal allowed the Company's appeal and issued instructions for the issuance of an urgent certified copy upon compliance with formalities.