2019 (6) TMI 770 - Tri - Companies Law

Restoration of the name of the company in the Register of Companies - default in submitting the returns from the financial year ending March 31, 2014 onwards - HELD THAT - It can be seen from the financial statements, the bank statements and other documents brought on record by the appellant-company that it was neither carrying on any business nor in operation when its name was struck off by the Register of Companies, West Bengal. There is no just reason to restore the company's name on the Register of Companies. Since the company seems to be not an active company and not carrying on the business for which it was incorporated, the appeal is liable to be dismissed.

Summary

Issues:
- Appeal for restoration of company's name in Register of Companies under section 252(3) of the Companies Act, 2013.
- Compliance with statutory requirements for filing financial statements and annual returns.
- Company's operations and business activities during the relevant period.
- Impact on directors and associated companies due to the company's struck-off status.

Analysis:

Issue 1: Appeal for restoration of company's name
The appeal was filed under section 252(3) of the Companies Act, 2013 by a member of the company seeking restoration of the company's name in the Register of Companies, West Bengal. The Registrar of Companies struck off the company's name due to defaults in filing financial statements and annual returns for multiple years.

Issue 2: Compliance with statutory requirements
The Registrar of Companies justified the strike-off under section 248 of the Companies Act, 2013, stating the company failed to file financial statements and annual returns since 2014. The company argued that the defaults were unintentional due to lack of knowledge and staff in the initial years of operation.

Issue 3: Company's operations and business activities
The Tribunal analyzed financial statements from 2014 to 2017, revealing no revenue from operations and consistent losses. The company's expenses were limited to office administration costs, indicating a lack of active business operations. The appellant's submissions of ITR acknowledgments and bank statements did not demonstrate business activities.

Issue 4: Impact on directors and associated companies
The appellant highlighted the adverse effects on directors and associated companies due to the struck-off status. Business contracts were pending execution, affecting operations. However, the Tribunal found no evidence that the company was actively engaged in business at the time of strike-off.

Conclusion:
The Tribunal dismissed the appeal, citing that the company was not actively carrying out business operations as required for restoration under section 252(3) of the Companies Act, 2013. The lack of business activity and financial losses indicated that restoration was not justified. The decision aligned with previous judgments emphasizing the necessity of active business operations for restoration.