2022 (12) TMI 317 - AT - Companies Law

NCLAT grants appeal under Companies Act, 2013 for company name restoration

Kamboj Electrotech Private Limited Versus Registrar of Companies, Union of India

The National Company Law Appellate Tribunal (NCLAT) allowed the appeal filed by a company under Section 421(1) of the Companies Act, 2013, challenging the ... Seeking restoration of the name of the Appellant Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - Section 421(1) of the Companies Act, 2013 - HELD THAT:- In view of the fact that the Audited Balance Sheet for the year ended 31.03.2016, 31.03.2017, 31.03.2018 & 31.03.2019 and Income Tax Return of the Appellant Company shows that the Appellant Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant Company is not carrying on any business or operations. Hence, we are of the view that the order passed by the NCLT, New Delhi as well as RoC, NCT Delhi & Haryana is not sustainable in law. The name of the Appellant Company be restored to the Register of Companies subject to the compliances imposed - application allowed. Issues:1. Appeal under Section 421(1) of the Companies Act, 2013 against the order of the National Company Law Tribunal (NCLT) dismissing the appeal for restoration of the appellant company's name in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana.2. Compliance with Section 248 of the Companies Act, 2013 regarding the dissolution of the company and the provision for realization of amounts due to the company and payment of liabilities.3. Consideration of the appellant company's regular preparation of financial statements and balance sheets, along with the filing of income tax returns.4. Determination of whether the appellant company was carrying on any business or operations based on its assets and financial records.Analysis:1. The appellant filed an appeal under Section 421(1) of the Companies Act, 2013, challenging the NCLT's order dismissing the appeal for restoration of its name in the RoC register. The appellant was aggrieved by the NCLT's decision dated 31.12.2020, which led to the filing of the present appeal before the National Company Law Appellate Tribunal (NCLAT).2. The appellant company, incorporated under the Companies Act, 1956, faced dissolution due to non-filing of financial statements for the financial years 2015-16 to 2018-19. The dissolution was carried out by the RoC under Section 248 of the Companies Act, 2013, alleging non-operation of the company for two preceding financial years. The appellant contended that the dissolution was done without complying with the provisions of Section 248(6), which require provisions for liabilities before dissolution.3. The appellant argued that it regularly prepared financial statements, balance sheets, and filed income tax returns, indicating its operational status. The appellant also highlighted its assets, including movable and immovable assets, to demonstrate that it was engaged in business activities. The appellant's compliance with financial reporting requirements and the continuity of its directors further supported its claim of ongoing operations.4. The NCLAT, after considering the submissions of both parties, found merit in the appellant's arguments. The tribunal observed that the appellant company's financial records and assets indicated its business activities, contradicting the RoC's assertion of non-operation. Consequently, the NCLAT set aside the NCLT's order and directed the restoration of the appellant company's name in the RoC register, subject to specified compliances, including payment of costs and filing of pending returns.5. The NCLAT's decision emphasized the importance of assessing a company's operational status based on concrete evidence such as financial statements and asset holdings. By overturning the NCLT's ruling, the NCLAT upheld the appellant's claim of continuous business operations and reinstated the appellant company's status on the RoC register, ensuring compliance with regulatory requirements for future filings and obligations.