2022 (11) TMI 761 - AT - Companies Law

Seeking restoration of the name of the Company in the Register of Companies, West Bengal - Section 421(1) of the Companies Act, 2013 - HELD THAT - The Tribunal has recorded in para 7 of the impugned order, the financial statements for the financial years ending 31.03.2013 to 31.03.2018 which shows that the Company is a going concern, but a look at the financial statements on the other hand shows that the company was not doing any kind of business and further para 8 it has been recorded that the company is not earning any revenue from operations since its incorporation i.e. from 2012-13 to 2017-18, therefore, has not earned any profits and does not have any fixed assets in the company. Appeal dismissed.

Summary

Issues:
1. Appeal under Section 421(1) of the Companies Act, 2013 against the order of National Company Law Tribunal dismissing the appeal for restoration of a company's name in the Register of Companies.
2. Company struck off by Registrar of Companies due to non-filing of statutory returns.
3. Appellant's argument of unintentional oversight in filing financial statements.
4. Registrar's power to strike off a company's name under Section 248 of the Companies Act, 2013.
5. Requirement of NCLT direction for restoration of a struck-off company.
6. Company's financial status and operational history as per financial statements.

Analysis:
1. The judgment dealt with an appeal under Section 421(1) of the Companies Act, 2013, challenging the order of the National Company Law Tribunal, Kolkata Bench, which dismissed the appellant's plea for restoring the company's name in the Register of Companies. The appellant, a shareholder, discovered the company's name was struck off by the Registrar of Companies due to non-filing of statutory returns. The appellant sought restoration through an appeal under Section 252(3) of the Companies Act, 2013.

2. The appellant contended that the failure to file financial statements was an unintentional oversight, and the company was a bona fide entity operating in the real estate sector for several years. In contrast, the respondent argued that the Registrar had the authority under Section 248 to strike off a company's name if it failed to file statutory returns since incorporation. The Registrar maintained that the company had not filed returns for eight years, justifying the strike-off.

3. The judgment highlighted the Registrar's actions in issuing notices and following due process before striking off the company's name. The Tribunal examined the company's financial statements, revealing a lack of business activity, revenue, profits, or fixed assets since its inception. The Tribunal affirmed the Registrar's decision, emphasizing the company's non-operational status and the lack of grounds for restoration.

4. Ultimately, the Appellate Tribunal upheld the impugned order, agreeing with the reasoning provided by the Tribunal. The judgment dismissed the appellant's appeal, affirming the decision of the National Company Law Tribunal, Kolkata Bench. The Registry was directed to publish the judgment on the Appellate Tribunal's website and provide a copy to the National Company Law Tribunal, Kolkata Bench.