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2020 (8) TMI 646 - AT - Companies LawRevival of appellant company - removal of name of the Appellant Company from the register of companies on the ground that that the Appellant Company had not filled the statutory documents with the Respondent i.e. Registrar of Companies and the Appellant Company had not filed its financial statements and Annual returns for period from 2014-15, 2015-16-, 2016-17 for the last 3 years - section 252 of the Companies Act, 2013 - HELD THAT - The Memorandum of Understanding dated 09.04.2015 and 06.05.2015 reveal that the Appellant is operational. The Appellant Company delayed filing of returns but have paid additional Fee of ₹ 73,800 also e-form ADT-1 was filed on 01.10.2018 with additional fee of ₹ 3,600/- for the delay caused. Hence, ROC notice dated 03.11.2018 to the company to file its statutory returns for financial year 2017-18 shows that the name of the company was still existing in the records of ROC even after the removal of name of the company. The Appellant is in operation as they are entering into MOU s. The Directors are professionals and to develop an I.T platforms also takes considerable time; it is supplementing Make in India programme. No doubt, Company s business volume is too law but attempting to enter USA Market through MOU is a good sign. All this reflects that the Appellant is in operation. Operation in commercial sense means developing business platform also. The order of National Company Law Tribunal, Chandigarh Bench order is set aside and Registrar of Companies is directed to restore the name of the Company to the Register of Company - Appellant is directed to pay ₹ 1,00,000/- by way of Bank draft in favour of Pay Account Officer, Ministry of Corporate Affairs, Chandigarh/ New Delhi towards cost for not filing statutory documents as required under Companies Act, 2013. Application disposed off.
Issues involved:
1. Appeal for revival of the Appellant Company under section 252 of the Companies Act, 2013 against the impugned order of the National Company Law Tribunal (NCLT). 2. Compliance with statutory requirements by the Appellant Company. 3. Determination of whether the Appellant Company was carrying on business or operation at the time of striking off its name from the register of companies. 4. Restoration of the name of the Appellant Company in the register of companies. Detailed analysis: 1. The appeal was filed under Section 421(1) of the Companies Act, 2013, seeking revival of the Appellant Company after the NCLT dismissed the initial appeal for revival. The Appellant Company, engaged in software development, faced issues regarding non-filing of financial statements and annual returns for three consecutive years. The Appellant contended that it was operational and had filed necessary documents, including income tax returns, albeit with delays. 2. The Appellant Company, a closely held entity with two shareholders and directors, had an authorized share capital of ?5,00,000 divided into 50,000 equity shares. Despite delays in filing statutory returns, the Appellant demonstrated continued business activities through MOUs with international entities and invoicing for services provided. 3. The Respondent Registrar of Companies argued that the Appellant failed to show ongoing business operations at the time of striking off the company's name. However, the Appellant's submissions, including operational MOUs and delayed but paid filings, indicated active business pursuits. The Appellate Tribunal highlighted the importance of the Appellant's operational status and the efforts made to comply with statutory requirements. 4. In its decision, the Appellate Tribunal set aside the NCLT's order and directed the Registrar of Companies to restore the name of the Appellant Company in the register. The Tribunal emphasized the Appellant's operational activities, professional directorship, and efforts to enter new markets as positive indicators of business continuity. Additionally, the Appellant was instructed to pay a specified cost for not filing statutory documents promptly. This detailed analysis outlines the key legal and factual aspects of the judgment, focusing on the Appellant's efforts to revive the company and the Registrar's compliance concerns, ultimately resulting in the restoration of the company's name in the register of companies.
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