2019 (9) TMI 465 - AT - Companies Law

Restoration of name of the company in the Register of Registrar of Companies - failure to apply for the status of a dormant company - HELD THAT -It is a matter of record that the factum of fraudulent activities of one of the Directors of the Company involving theft of machineries and raw materials to the extent of ₹ 2 Crores is taken note of by the Tribunal in the impugned order. In the given circumstances, it would be unjust to strike off the name of Company from the Register of Companies merely because it failed to apply for seeking of a Dormant Status. The twin grounds projected at the hearing constitute a valid and just ground for restoring the Company on the Register of Companies - restoration of the name of the Company on the Register of Companies is allowed subject to the Appellants complying with all the statutory requirements for the defaulting period and paying off the fee including penalties leviable thereon warranted under law as determined by the Registrar of Companies, NCT of Delhi & Haryana, within one month - appeal allowed.

Summary

Issues:
- Appeal for restoration of company's name to Register of Companies under Section 252(3) of the Companies Act, 1956.
- Company struck off for inactivity and failure to apply for dormant status.
- Allegations of theft of assets and machinery by a director leading to cessation of business activities.
- Dispute regarding acquisition of company's land by Haryana Government.
- Non-realization of compensation amounts due to frozen bank account post company's strike off.

Analysis:

1. The appeal was filed seeking restoration of the company's name to the Register of Companies after it was struck off for being inactive. The National Company Law Tribunal dismissed the appeal citing the company's lack of business activity since 1999 and failure to apply for dormant status, emphasizing a significant 19-year delay in starting business operations.

2. The case presented to the Tribunal highlighted that the company was profitable until 1999 when a director, in collusion with staff, committed theft of assets, leading to police involvement and subsequent investigation. The appellants argued that the Registrar of Companies (ROC) did not follow due process before striking off the company's name, denying them an opportunity to rectify any pending documents.

3. The appeal also raised issues regarding the theft of company assets, the acquisition of company land by the Haryana Government, and pending legal matters related to compensation enhancement. The appellants contended that the company's strike off hindered recovery of assets and compensation amounts, including funds remitted by government bodies.

4. The Tribunal's decision was challenged on grounds of overlooking the impact of theft on business operations, ongoing legal proceedings against the accused director, and the frozen bank account preventing realization of compensation amounts. The appellants argued that the company's strike off impeded their ability to recover assets and compensation.

5. Upon review, the Appellate Tribunal acknowledged the company's past profitability and the disruptive events leading to cessation of operations. Considering the unjust consequences of the company's strike off and frozen account, the Tribunal set aside the impugned order, allowing the appeal for restoration of the company's name on the Register of Companies subject to compliance with statutory requirements and payment of applicable fees and penalties within one month.

6. The Tribunal's decision emphasized the valid grounds presented during the hearing, including the impact of theft, legal disputes over company assets, and the financial implications of the frozen bank account. The restoration of the company's name was deemed necessary to address the unjust consequences of the strike off and facilitate the recovery of assets and compensation amounts.