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2023 (2) TMI 617 - AT - Companies LawSeeking restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - HELD THAT - The Appellant Company was in some internal disputes among the shareholders and management of the Company. Further, the Income Tax Department had also taken action against the Company which further defaults the Company in filing the statutory records before the Registrar of Companies. The Balance Sheet shows that the Appellant Company is having an immovable property situated at Sirsa. Hence, we are of the view that the order passed by the National Company Law Tribunal (New Delhi Bench, Court-II) as well as Registrar of Companies, NCT of Delhi Haryana is not sustainable in law. The name of the Appellant Company be restored to the Register of Companies subject to the compliances imposed. Application allowed.
Issues Involved:
Appeal under Section 421 of the Companies Act, 2013 for restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies. Detailed Analysis: 1. Background of the Appeal: The Appellant filed an Appeal under Section 421 of the Companies Act, 2013, challenging the order passed by the National Company Law Tribunal (NCLT) dismissing the appeal for restoration of the company's name in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana. 2. Facts Leading to the Appeal: The Appellant company, incorporated in 1995, had been compliant with regulatory requirements, filed tax returns, and had audited accounts until 2008. Internal disputes among shareholders and management, along with actions by the Income Tax Department, led to non-filing of statutory records. The company's name was struck off the register, prompting the appeal for restoration. 3. Appellant's Arguments: The Appellant contended that the Tribunal erred in dismissing the appeal, emphasizing that the company had an immovable property and could generate income. The Appellant argued that the Respondent's actions were unjust and violated the fundamental right to carry on trade, business, or profession under Article 19(1)(g) of the Constitution. 4. Respondent's Position: The Respondent, Registrar of Companies, justified the strike-off citing non-filing of subsequent documents post-2008 and reasonable belief that the company was not operational. Notices were issued to the company and directors, providing opportunities to respond before striking off the name. 5. Judgment and Decision: After reviewing the submissions, the Appellate Tribunal found the Tribunal's order and Registrar's actions unsustainable in law. Considering the internal disputes, the company's immovable property, and the circumstances, the Appellate Tribunal set aside the impugned order and directed the restoration of the company's name in the register. 6. Compliances for Restoration: The Appellant Company was directed to pay costs to the Registrar of Companies, file all pending Annual Returns and Balance Sheets, and fulfill other charges/fees requirements. The Registrar was authorized to take further steps under the Companies Act for non-compliance. 7. Conclusion and Order: The Appellate Tribunal allowed the Appeal, setting aside the Tribunal's order and restoring the company's name in the Register of Companies. Specific compliances and directions were issued for the restoration process. The Judgment was to be uploaded on the Tribunal's website and shared with the NCLT promptly.
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