2021 (1) TMI 314 - Tri - Companies Law

Restoration of the Appellant Company in the register maintained by the Registrar of Companies - Section 252 of the Companies Act, 2013 - HELD THAT - It is observed that the total demand raised by the Income Tax Department for the Assessment Years from 2008-09 to 2017-18 is of ₹ 7,740, which has been paid by the Appellant Company on 12.12.2020 and 14.12.2020 i.e., after the date of striking off its name by RoC - That the payment of aforesaid demand cannot be considered as a basis to justify the need of restoration of the name of the Appellant Company in the Register of RoC, as by doing so the Appellant Company has only discharged its obligation by paying the aforesaid demand as per mandate of Section 250 of Companies Act, 2013. This Bench is not inclined to interfere with the striking off action taken by the RoC against the Appellant Company under Section 248(5) of the Companies Act 2013 - Appeal dismissed.

Summary

Issues:
- Restoration of the Appellant Company in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana under Section 252 of the Companies Act, 2013.
- Justification for striking off the name of the Appellant Company by the RoC due to defaults in statutory compliances.
- Examination of evidence provided by the Appellant Company to demonstrate its operation and business activities.
- Interpretation of provisions under Sections 250 and 252(3) of the Companies Act, 2013 for restoration of a struck-off company.
- Application of legal principles from the Judgement of Hon'ble NCLAT in a similar matter regarding restoration of a struck-off company.

Analysis:

The Tribunal considered an appeal by M/s. Urvashi Infrastructure Limited seeking restoration in the register maintained by the RoC. The Appellant Company was struck off due to defaults in filing financial statements. The RoC justified the action, stating the company was not operational for two preceding financial years and had not acquired Dormant Company status. The Appellant claimed to have been operational, presenting financial statements, an income tax demand report, and payment receipts as evidence.

Upon review, the Tribunal noted the Appellant's financial statements showed nil revenue, indicating no business activity. Lack of additional evidence supporting operational status raised doubts. The Tribunal highlighted the Appellant's post-striking off payment of an income tax demand, stating it did not justify restoration under Section 250 of the Companies Act, 2013. Section 252(3) allows restoration if the company is operational or just restoration is warranted.

The Tribunal referenced a judgment by the NCLAT, emphasizing the need for a struck-off company to be operational or demonstrate just cause for restoration. The NCLAT judgment clarified that restoration cannot be arbitrary and must align with the company's business activities. The Tribunal, considering the lack of evidence of the Appellant's operations, declined to interfere with the RoC's decision to strike off the Appellant Company.

In conclusion, the Tribunal dismissed the appeal, citing insufficient evidence of the Appellant's operational status and aligning with legal principles outlined in the NCLAT judgment. The order was to be shared with the involved parties for reference and compliance.