2018 (4) TMI 1692 - Tri - Companies Law

Restoration of name of the company in the register of companies maintained by the Registrar of the Companies - section 252(3) of the Companies Act, 2013 - HELD THAT - None of the documents produced enables to come to a conclusion that the appellant company is a going concern as alleged or that upon restoration it would start business in the field of construction in the leasehold property allegedly allotted to it. From the data available it is understood that they have committed breach of terms of allotment and committed default in non filing of statutory returns which they are duty bound to submit with the office of the ROC under the companies Act.2013 - it can be concluded that the appellant company is a sham company ever engaged in any business from the time of inception or it was in operation as alleged. There is no valid reason for restoring a company of this nature - appeal dismissed.

Summary

Issues Involved:
Restoration of name of a company in the register of companies under section 252(3) of the Companies Act, 2013.

Detailed Analysis:

1. Background and Filing History:
The appellant company, a private non-government company, sought restoration of its name in the register of companies after being struck off by the Registrar of Companies (ROC) West Bengal due to failure in filing statutory returns post 31.03.2013. The company had a share capital of Rs. 10 lakhs divided into 100,000 equity shares.

2. Contentions and Evidence Presented by Appellant:
The appellants argued that the company had been actively operating since its inception in 2008, filing returns up to 31.03.2013. Despite facing internal issues hindering filings post-2013, the company remained operational, producing balance sheets and financial statements for subsequent years as proof of its ongoing business activities.

3. Registrar's Report and Objections:
The Registrar of Companies, West Bengal, contended that the company's failure to file returns post-2013 led to the issuance of notices under section 248 of the Companies Act, 2013, ultimately resulting in the striking off of the company's name. The Registrar expressed willingness to restore the company if all legal obligations, including filing returns with additional fees, were met.

4. Company's Operational Status and Future Plans:
The appellant company presented income tax returns, bank statements, and a letter of allotment for land, indicating plans for real estate and construction business. However, concerns were raised regarding the completion of the land allotment terms and lack of evidence showing active business operations post-2013.

5. Financial Statements and Director's Reports Examination:
The financial statements and director's reports for the years 2014-2016 showed losses and lack of revenue-generating activities, contradicting claims of the company being a going concern. The absence of income and business activities raised doubts about the company's operational status and intentions.

6. Conclusion and Dismissal of Appeal:
After thorough analysis, the Tribunal dismissed the appeal, citing insufficient evidence to prove the company's ongoing business operations or compliance with statutory requirements. The lack of income, incomplete land allotment terms, and breach of filing obligations led to the conclusion that the company was not genuinely operational, warranting the dismissal of the appeal without costs.