2021 (8) TMI 321 - Tri - Companies Law

Seeking restoration of Name of company in the register of ROC - Section 252(3) of the Companies Act, 2013 - HELD THAT - During the relevant time the Company had people in its employment and was carrying its business activities - during the period under default the Company was carrying on its business activities and was a going concern. The Appellant submitted that the Company will comply with all the statutory obligations. The Registrar of Companies, Odisha may be directed to restore the Company's name in the Register. We accept the contention of the appellant that the Company was a going concern when its name was struck off. Therefore, in the facts and circumstances of the matter and the documents/details on record, we accept the request of the appellant and direct the Registrar of Companies, Odisha to restore name of the Company in Register. Application allowed.

Summary

Issues:
1. Application under Section 252(3) of the Companies Act, 2013 to revoke the order striking off the company's name.
2. Compliance with statutory filing requirements and restoration of company's name in the Register of Companies.
3. Evidence presented by the appellant to prove that the company was carrying on its business activities.
4. Consideration of financial reports, tax documents, and other certificates to establish the company's operational status.
5. Tribunal's decision on restoring the company's name and the consequential actions to be taken.

Issue 1: Application under Section 252(3) of the Companies Act, 2013
The appellant, a director-cum-shareholder of the company, filed an application under Section 252(3) seeking to revoke the order of striking off the company's name due to non-filing of statutory returns. The Registrar of Companies, Odisha struck off the company's name under Section 248(5) for non-compliance with filing requirements, leading to the belief that the company was not in operation.

Issue 2: Compliance with statutory filing requirements
The appellant argued that the company had been operating since its incorporation and had made efforts to comply with the statutory filing requirements. Despite facing financial constraints for filing returns, the company maintained its operations and prepared financial statements, challenging the Registrar's decision to strike off its name.

Issue 3: Evidence of the company's business activities
The appellant submitted various documents, including financial statements, ITR acknowledgements, PAN card, bank statements, and certificates like ESI and GST. These documents aimed to demonstrate that the company was actively engaged in business activities and had employees during the relevant period, countering the Registrar's claim of non-operation.

Issue 4: Consideration of financial reports and certificates
The Tribunal reviewed the audited annual accounts of the company, revealing revenue generation, profits, fixed assets, and expenditure on employee benefits. The presence of a valid PAN card, income tax acknowledgements, and renewal certificates further supported the contention that the company was a going concern and conducting business operations.

Issue 5: Tribunal's decision and consequential actions
After considering the evidence presented, the Tribunal accepted the appellant's arguments and directed the Registrar of Companies, Odisha to restore the company's name in the Register. The order included instructions for filing pending documents, payment of costs, and compliance within a specified timeline. The restoration was subject to fulfilling the prescribed requirements and did not preclude further actions for any other violations committed by the company.

This detailed analysis of the judgment covers the issues involved, the arguments presented by the parties, the evidence submitted, and the final decision rendered by the Tribunal.