9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2022 (6) TMI 171 - AT - Companies LawSeeking restoration of the name of the Company - it is stated that Appellant Company has filed its Financial Statement till 31st March, 2015 only due to which the Respondent had reasonable cause to believe that the Appellant company was not in operation - also no Income Tax Return annexed - HELD THAT - The company is liable to pay back all the liabilities and also to ensure the recovery of its money from MVDA amounting to Rs. 71 lakh. It is very much clear that the Appellant Company has filed the Balance Sheet till 31.03.2015. What it has committed a mistake that the Company has not filed the Balance Sheet for Financial Year 2015-16, 2016-17 till notice was issued in Form STK-1 on 25.05.2018 by the Registrar for Removal the name of the Company from Registrar of Companies. Simply non-filing of Financial Statement cannot be a ground for striking off the name of the company, if the company is otherwise in the business or operation of the Company. For a Real Estate Company, it is not possible always to generate the income on year to year basis. It is very much clear that this company applied against the bid of MVDA and it could not succeed. It is also very much clear that this company has given an advance of Rs. 71 lakh to the MVDA as the same is reflected in the Balance Sheet - The ROC is also dissatisfied only on the limited ground that the Appellant company has not filed their Balance Sheet and hence have assumed that they are not doing any business or operation. This power, in any case, always vest with the ROC to take appropriate measures under Section 248, if the RoC has the reasonable cause to believe certain events as enumerated in Section 248 (1) of the Act. The RoC is empowered to review this Company even after few years and they can take appropriate measures in accordance with the provisions of the Act. So far as the present case of the Appellant is concerned, simply, because of the failure to file a Financial Statement and returns that too only of the two years should not result the company into striking off their name. These are small companies, business is erratic. This company is having the share capital hardly Rs.1 lakh as it looks from their Balance Sheet. It has given advance to MVDA of Rs. 71 lakhs naturally by obtaining loans and advances from the Directors and others so that at a later stage they can go for the Real Estate Business. It is deemed fit and proper to restore the name of the company under the umbrella of grounds Just to restore the name of the company - the Appellant shall pay costs of Rs. 4,00,000/- to the Registrar of Companies, New Delhi within 30 days - appeal allowed.
Issues Involved:
1. Restoration of the company's name in the register of companies. 2. Non-filing of financial statements and income tax returns. 3. Dispute with Mathura Vrindavan Development Authority (MVDA). 4. Company’s operational status and financial activities. 5. Legal precedents and statutory provisions under the Companies Act, 2013. Issue-wise Detailed Analysis: 1. Restoration of the Company's Name in the Register of Companies: The appellant, Subh Laxmi Colonizers Pvt. Ltd., filed an appeal under Section 421 of the Companies Act, 2013, against the order dated 21st December 2020 by the National Company Law Tribunal (NCLT), New Delhi, which struck off the company's name from the register of companies. The appellant sought restoration of the company’s name, arguing that the company was engaged in business activities and had ongoing financial transactions. 2. Non-filing of Financial Statements and Income Tax Returns: The appellant admitted to not filing financial statements and income tax returns for the financial years 2015-16 to 2018-19, citing an ongoing dispute with MVDA as the reason. The NCLT observed that the appellant's balance sheets showed minimal revenue and no significant operations during these years. The respondent argued that the non-filing indicated that the company was not in operation, justifying the striking off. 3. Dispute with Mathura Vrindavan Development Authority (MVDA): The appellant highlighted an ongoing dispute with MVDA, which led to the forfeiture of a security deposit and hindered the company’s operations. The High Court of Judicature at Allahabad had directed the appellant to approach the State Government under Section 41(3) of the U.P. Urban Planning and Development Act, 1973, for redressal. The appellant approached the State Government but received no response. 4. Company’s Operational Status and Financial Activities: The appellant presented financial statements and bank statements as evidence of ongoing operations. However, the NCLT noted that these documents showed minimal revenue and no significant transactions, indicating that the company was not actively engaged in business. The appellant’s balance sheets reflected loans, advances, and borrowings but no substantial business activities. 5. Legal Precedents and Statutory Provisions under the Companies Act, 2013: The appellant cited several judgments where tribunals restored company names despite non-filing of financial statements, emphasizing that non-filing alone should not lead to striking off if the company is otherwise operational. The tribunal considered Sections 248 and 252 of the Companies Act, 2013, which outline the grounds for striking off a company and the process for restoration. Tribunal's Observations and Decision: The tribunal agreed with the NCLT's observations regarding the minimal revenue and lack of significant transactions. However, it noted that the company had non-current assets and liabilities, indicating ongoing financial activities. The tribunal also acknowledged the appellant's efforts to resolve the dispute with MVDA and the absence of negative inputs from the Income Tax Department. Final Judgment: The tribunal quashed the NCLT’s order and directed the restoration of the appellant company’s name in the register of companies, subject to specific compliances: 1. Payment of costs of Rs. 4,00,000 to the Registrar of Companies, New Delhi, within 30 days. 2. Deposit of any dues towards sales tax with the concerned department and proof submission to the ROC within 45 days. 3. Filing of all annual returns, financial statements, and balance sheets for the period ending 2015-16 to date within 45 days of restoration. 4. Payment of requisite charges/fees and late fees/charges as applicable. 5. The ROC is free to take any punitive or other steps under the Act for non-filing/late filing of statutory returns/documents. The appeal was allowed with no order as to costs.
|
