2022 (2) TMI 366 - AT - Companies Law

Seeking restoration of name of Appellant company in the Registrar of Companies, Coimbatore - section 252 of Companies Act - HELD THAT - From the Order of the NLCT, it is seen that the Respondent i.e. the ROC filed its report by e-mail to the Registry of NCLT on 15.07.2020 and stated that the Appellant company has not filed its annual return and balance sheet since 2014 and hence the Respondent has initiated action under Section 248 of the Companies Act, 2013 and finally struck off the name of the Appellant company. The Appellant in the facts of the Appeal has not denied that the Appellant Company failed to file the Financial Statements and Annual Returns for the period of six financial years starting from the financial year ended 31.03.2014. Further, the Appellant also accepts that the Respondent initiated proceedings under Section 248 of the Companies Act, 2013 for the purpose of striking off the name of the company from the Register maintained by the ROC - the Appellant in the facts of the Appeal stated that the Appellant company for the financial year 2013-14 to 2018-19, the financial statements were prepared on time and duly approved in the respective Annual General Meetings by the shareholders, but the same could not be filed within the respective time frames due to clerical oversight on the part of the legal consultants and that there was no intentional delay in the filings of e-Forms on part of the appellant company. No documents have been shown or placed to establish that the Respondent company is carrying on business and filed the forms even belatedly. Further the appellant failed to establish that it has shown any bona fides to revive the company with any plans. During the course of arguments, this Tribunal pointed out the PCS regarding the functioning and carrying on the business by the Respondent Company and any steps taken by obtaining necessary permissions from the Authorities for revival of the Company. The Learned PCS stated that the company has not applied for any approvals. Further the PCS admits that the Company has not taken any steps for its revival. The ROC in its Show Cause Notice dated 08.06.2018 specifically stated and given a time of 30 days for the objections, if any, to be submitted/given to the Respondent. However, the Appellant company has not given any objections nor taken any action in that regard. In view of failure to give any reply/reasons, the Respondent rightly struck off the name of the company under Sub Section 5 of Section 248 of the Companies Act, 2013 - this Tribunal do not find any infirmity in the order passed by the NCLT dismissing the application filed by the Appellant. Appeal dismissed.

Summary

Issues:
- Appeal against the NCLT order dismissing the application under Section 252(1) of the Companies Act, 2013 for setting aside the striking off the name of the company by the ROC Coimbatore due to default in statutory compliances.

Analysis:
1. The Appellant filed an appeal against the NCLT's order dismissing their application to set aside the striking off of the company's name by the ROC Coimbatore due to non-compliance with filing financial statements and annual returns. The Appellant argued that the delay was due to clerical oversight and not intentional, requesting the restoration of the company's name on the Register of Companies.

2. The NCLAT noted that the ROC Coimbatore initiated action under Section 248 of the Companies Act, 2013, and struck off the company's name as it had been inactive since 1998. The Appellant failed to provide evidence of being active or plans to revive the business, as required under Section 252(3) of the Act.

3. The NCLT observed that the Appellant company did not respond to the show cause notice or apply for dormant company status under Section 455 of the Companies Act, 2013. The ROC proceeded to strike off the company's name, leading to its dissolution along with other companies for non-compliance.

4. Despite the Appellant's claims of timely preparation and approval of financial statements, the failure to file them for six financial years was acknowledged. The Appellant also admitted to the ROC's actions but attributed the delays to clerical oversights. However, the Appellant failed to demonstrate any efforts to revive the company or obtain necessary approvals.

5. The NCLAT upheld the NCLT's decision, emphasizing the Appellant's lack of response to the show cause notice and failure to establish grounds for restoration. The Tribunal found no merit in the appeal, as the Appellant did not present a substantial case for interference with the NCLT's order. Consequently, the appeal was dismissed without costs.

In conclusion, the NCLAT affirmed the NCLT's decision to dismiss the application, highlighting the Appellant's failure to provide sufficient evidence of business activity, revival plans, or compliance with statutory requirements. The judgment underscores the importance of timely filings and proactive measures to maintain a company's active status under the Companies Act, 2013.