2023 (3) TMI 179 - AT - Companies Law

Successful Appeal Restores Company Name in Register of Companies

The Appeal under section 421 of the Companies Act, 2013 was filed against the National Company Law Tribunal's order dismissing the appeal for restoration ... Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - HELD THAT:- In view of the fact that the Company is having a large plot of land approximate area of 27,822 square yards, from the U.P.S.I.D.C., being Plot No. 2/l, in Sahibabad Industrial Area, Sahibabad, Ghaziabad, U.P. vide lease deed dated 15th July, 1972 shows that the Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Company is not carrying on any business or operations. The order passed by the National Company Law Tribunal (Court-V, New Delhi) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law - The name of the Company be restored to the Register of Companies subject to the compliances imposed - application allowed. Issues Involved:1. Legality of striking off the company's name from the Register of Companies.2. Compliance with statutory requirements by the company.3. Restoration of the company's name to the Register of Companies.Summary:Issue 1: Legality of Striking Off the Company's NameThe present Appeal u/s 421 of the Companies Act, 2013, was filed by the Appellant against the order dated 03.02.2022 by the National Company Law Tribunal (NCLT), which dismissed the appeal for restoration of the company's name in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana. The Appellant contended that the Respondent No. 1 did not follow the prescribed procedure before striking off the company's name, as no show cause notice was received, nor was any opportunity of being heard afforded. Notices required by law were not sent or published in the official Gazette.Issue 2: Compliance with Statutory RequirementsThe Appellant argued that the company, M/s. Bramec Suri Pvt. Ltd., was active and functional after its incorporation and had obtained a large plot of land on lease. However, due to unlawful actions and prolonged litigation, the company faced significant operational disruptions, including the destruction of crucial records. Consequently, the company was unable to comply with requirements such as filing balance sheets and annual returns. The Respondent No. 1 argued that the company had not submitted any Annual Returns or Balance Sheets since 31.03.2002 and had not obtained the status of a 'Dormant Company' u/s 455 of the Companies Act, 2013. Hence, the RoC had reasonable cause to believe that the company was not in operation.Issue 3: Restoration of the Company's NameThe Tribunal noted that the company had substantial movable and immovable assets, including a large plot of land, indicating that it was carrying on business or operations. Therefore, the order by the NCLT and the RoC was not sustainable in law. The Tribunal set aside the impugned order dated 03.02.2022 and directed the restoration of the company's name to the Register of Companies, subject to the following compliances:- Payment of costs of Rs. 11,00,000/- to the RoC within 12 weeks.- Filing of all Annual Returns and Balance Sheets by the company, along with requisite charges/fees and late fees.- The RoC is free to take any punitive or other steps under the Companies Act, 2013, for non-filing/late filing of statutory returns/documents.- Submission of the company's PAN to the Income Tax Authorities.The appeal was allowed to the above extent, and the Registry was directed to upload the judgment on the website and send a copy to the NCLT.