2020 (2) TMI 501 - AT - Companies Law

Striking off of name of the appellant company from the Register of Companies - proceedings under Section 560 of the Companies Act 1956 - HELD THAT - Undisputedly the appellant company has not filed the financial statements and returns since 2006 onwards. Therefore, ROC after serving the notice on appellant company has struck off the name of the company assuming that the company is not carrying on any business or operation - Except the failure to file the financial statements and returns, there is no complaint against the appellant company. Appellant has placed on record the annual returns for the year 2006 onwards till 2017. The appellant company is having asset and due to personal difficulties of the Directors they could not start business. In such circumstance, the order passed by National Company Law Tribunal is not sustainable in law - name of the appellant company be restored to the Register of Companies subject to the following compliances.

Summary

Issues involved:
- Appeal against order striking off company name from Register of Companies due to non-filing of returns
- Challenge of order before National Company Law Tribunal
- Submission of annual returns and balance sheets
- Claim of substantial assets by the company
- Dispute over non-filing of financial statements and returns since 2006
- Personal difficulties of directors affecting business operations

Analysis:

1. The appeal was filed against the order of the National Company Law Tribunal striking off the appellant company's name from the Register of Companies due to non-filing of returns since 2006. The appellant challenged this decision, claiming to have submitted annual returns from 2006 to 2017, and argued that the company possessed substantial assets despite not carrying out business operations.

2. The appellant company's directors explained that personal difficulties, such as health issues and land acquisition, prevented them from starting business activities. The company received compensation for acquired land, which was deposited in the bank account but remained frozen due to the name being struck off. The appellant contended that the order was prejudicial to shareholders and requested restoration of the company's name in the Register.

3. The National Company Law Tribunal affirmed the Registrar of Companies' decision based on non-compliance with filing requirements. However, upon reviewing the case, the Appellate Tribunal noted that the company owned valuable property and had received compensation for acquired land. Despite the failure to file financial statements and returns, the Tribunal found no other complaints against the company.

4. Considering the circumstances, the Tribunal concluded that the order striking off the company's name was not legally sustainable. The Tribunal directed the restoration of the company's name in the Register, subject to compliance with specified conditions, including payment of costs, filing of overdue returns, and payment of applicable charges and fees.

5. The Tribunal allowed the appeal, setting aside the impugned order and instructing the Registrar of Companies to restore the appellant company's name. The decision highlighted the importance of compliance with filing requirements while recognizing the company's assets and the challenges faced by its directors in conducting business operations.