2022 (1) TMI 1324 - AT - Companies Law

Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC) - HELD THAT - 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 National Company Law Tribunal (New Delhi Bench-V) as well as Registrar of Companies, 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.

Summary

Issues:
- Appeal under Section 421 of the Companies Act, 2013 against the order of the National Company Law Tribunal (NCLT) dismissing the appeal for restoration of the company's name in the Register.
- Non-filing of Annual Returns and Financial Statements leading to striking off the company's name from the register.
- Dispute regarding the company's business operations and compliance with statutory requirements.
- Arguments regarding receipt of notices, business operations, financial statements, and investments.
- Respondent's position on lack of operation and grounds for striking off the company's name.
- Income Tax Department's stance on the company's tax compliance and objection to restoration.
- Evidence presented by the Appellants to demonstrate business operations and financial status.
- Decision to set aside the NCLT's order and restore the company's name with specified compliances.

Analysis:
The Appellants filed an appeal under Section 421 of the Companies Act, 2013 challenging the NCLT's order dismissing their appeal for restoration of the company's name in the Register. The company, NCSC Healthcare Private Limited, had its name struck off due to non-filing of Annual Returns and Financial Statements, leading to a belief that it was not in operation. The Appellants argued that they did not receive requisite notices and provided evidence of business operations, investments, and financial statements to prove continuous operation and compliance with statutory requirements.

The Respondent, Registrar of Companies, contended that the company failed to file necessary documents to obtain the status of a "Dormant Company" and had not conducted business operations for the preceding two financial years. The Income Tax Department confirmed no pending demands or proceedings against the company. After considering the arguments and evidence presented, the Tribunal found that the Appellant company was indeed carrying on business operations, as evidenced by financial statements, employee details, and investments.

In light of the evidence and arguments, the Tribunal set aside the NCLT's order and directed the restoration of the company's name in the Register. The Appellants were instructed to pay costs, file pending documents, and comply with statutory requirements within specified timelines. The Registrar of Companies was granted the authority to take further steps under the Companies Act, 2013 for any non-compliance. The decision allowed the appeal and disposed of any related interim applications.

The judgment emphasized the importance of demonstrating business operations and compliance with statutory obligations to avoid the striking off of a company's name from the Register. It highlighted the significance of providing evidence to support claims of continuous operation and financial standing to secure restoration of the company's name.