2021 (6) TMI 1092 - Tri - Companies Law

Striking off the name of the company from the Register of Companies - seeking direction to Registrar of Companies, Odisha to revoke order passed by them under section 248(5) of the Companies Act, 2013 - Section 252(3) of the Companies Act, 2013 - HELD THAT - The Registrar of Companies did not have any objection for restoration of the company's name in the register. Only they have stated to the effect that order may be passed as may be deemed fit and appropriate depending on the merits of the case - There is nothing on available records in this matter to show that the struck off company was doing its business or was in operation during the relevant time. However, the petitioner has submitted that the struck off company has not paid its income dues for the assessment years 2001-02 and 2003-04, 2004-05 and 2005-06 and the recovery proceedings are pending against them and it will be very difficult to recover the amount due if the company is struck off. In the interest of revenue and as the struck off company is liable to consequences under the Income-tax Act, it would be just to direct the Registrar of Companies, Odisha to restore the company's name in the Register of Companies - The Registrar of Companies, Odisha, the respondent herein, is ordered to restore the original status of the company, i. e., M/s. Rajlaxmi Promoters P. Ltd., as if the name of the company has not been struck off from the register of companies with resultant and consequential actions like changing status of company from strike off to active . The name is restored - application allowed.

Issues:
1. Application under section 252(3) of the Companies Act, 2013 for restoration of a struck-off company.
2. Non-payment of Income-tax dues by the struck-off company.
3. Registrar of Companies' decision to strike off the company due to statutory non-compliances.
4. Consideration of restoring the company's name in the register by the National Company Law Tribunal.

Analysis:
1. The application was filed under section 252(3) of the Companies Act, 2013, seeking to restore the name of a struck-off company, M/s. Rajlaxmi Promoters P. Ltd., by the Income-tax Officer. The company was struck off due to defaults in filing statutory returns since 2012, and the Registrar of Companies initiated proceedings under section 248(5) for striking off the name.

2. The application highlighted that the struck-off company had outstanding Income-tax dues for multiple assessment years, and recovery proceedings were pending against them. The petitioner argued that if the company remained struck off, it would be challenging to recover the dues, emphasizing serious violations of the Income-tax Act.

3. The Registrar of Companies justified the strike-off by stating that the company failed to file statutory returns and did not respond to notices. They published notices in the Official Gazette regarding the strike-off and dissolved the company. The Registrar did not object to restoring the company's name but left the decision to the Tribunal based on the case's merits.

4. The Tribunal considered the facts, including the company's non-operation during the relevant period and the pending Income-tax proceedings. Despite no evidence of the company conducting business, the Tribunal ruled in favor of restoration to protect the revenue's interest. The order directed the Registrar to restore the company's name, change its status to "active," and cooperate with authorities for pending tax issues.

This detailed analysis covers the issues raised in the legal judgment, providing a comprehensive overview of the case and the Tribunal's decision regarding the restoration of the struck-off company's name in the register.

← Previous Next →