2023 (5) TMI 201 - AT - Companies Law

Appellate Tribunal Restores Company Name: Criteria Met for Restoration under Companies Act

The Appellate Tribunal overturned the National Company Law Tribunal's decision and ordered the restoration of a company's name in the Register of ... Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - Company is not carrying on any business or operation for two immediately preceding financial years and has not made any application within such period for obtaining the status of Dormant Company under Section 455 of the Companies Act, 2013 - Section 252 of Companies Act - HELD THAT:- The Company has Commercial Property bearing Plot No. B-235, Sector 16, Noida which was allotted by New Okhla Industrial Development Authority (NOIDA) for the purpose of Auto Parts Shop Repair Workshop & Motor Garage and the Company was paying electricity bill regularly from July, 2017 to September, 2020. Further, the Respondent No. 1/Registrar of Companies in his reply before the NCLT has stated that it has no objection if the name of the Company is restored on proving by the Company that it was carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional fees. 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, the order passed by the National Company Law Tribunal (New Delhi, Bench-II) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law. The name of the Company is directed to be restored to the Register of Companies subject to the compliances imposed - appeal allowed. Issues Involved:The judgment involves the restoration of a company's name in the Register of Companies after it was struck off by the Registrar of Companies due to non-operation for two preceding financial years. The main issue revolves around the interpretation of Section 252 of the Companies Act, 2013 and whether the company met the criteria for restoration.Summary:Issue 1: Interpretation of Section 252 of the Companies Act, 2013The Appellant filed an appeal under Section 421 of the Companies Act, 2013, challenging the order of the National Company Law Tribunal (NCLT) dismissing the appeal for restoration of the company's name in the Register. The Appellant argued that the Tribunal ignored the conditions under Section 252(2) of the Act, which require the company to be carrying on business, in operation, or just to restore its name.Issue 2: Company's Operational Status and Property OwnershipThe Appellant contended that the company, involved in the automobile business, was in operation at the time of being struck off, evidenced by regular payment of electricity bills. The Appellant also highlighted the possession of commercial property and cited previous cases where restoration was allowed based on immovable property ownership.Issue 3: Registrar's Justification for Strike-offThe Respondent Registrar of Companies justified the strike-off by stating that the company had not filed financial statements beyond 2015, leading to the belief that it was not operational. Public notices were issued, and dissolution was completed in accordance with the Act's provisions.Judgment:After reviewing the arguments and evidence presented, the Appellate Tribunal found that the company indeed had commercial property, was operational, and had substantial assets. The Tribunal set aside the NCLT's order and directed the restoration of the company's name in the Register of Companies. The Appellant was instructed to pay costs, file necessary documents, and comply with statutory requirements. The Registrar was allowed to take further actions for non-compliance with filing obligations.This judgment clarifies the application of Section 252 of the Companies Act, 2013 concerning the restoration of a company's name in the Register based on operational status and ownership of immovable property.