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2023 (2) TMI 672 - 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 - In view of the fact that the Appellant Company was in some disputes and death of the Managing Director, the company could not file its Annual Returns. Further, the Appellant Company has regularly paid payment of Taxes and having valid Sale Deeds dated 20.09.1972, 20.12.1972 21.03.1975 and the Municipal Corporation of Faridabad has issued an Encumbrance Certificate dated 04.09.2019, it shows that the land in which the factory of the Company is located, is currently the name of the Company and also having huge assets of the Company. 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:
Appeal under Section 421 of the Companies Act, 2013 for restoration of company's name in register maintained by Registrar of Companies (RoC) - Dismissal of appeal by National Company Law Tribunal (NCLT) - Compliance with statutory obligations - Just and reasonable grounds for restoration. Detailed Analysis: 1. Background and Facts: The appeal was filed by the Appellants, aggrieved by the NCLT's order dismissing the appeal for restoration of the company's name in the register maintained by RoC. The company, incorporated in 1972, faced various challenges including winding-up petitions, disputes leading to non-filing of financial statements, and ultimately, the striking off of its name by RoC without notice. 2. Appellant's Arguments: The Appellant argued that despite operational challenges, the company owned valuable assets, fulfilled tax obligations, and had the potential to restart operations. Citing precedents where companies were restored due to inoperative status caused by director's death, the Appellant sought restoration based on just and reasonable grounds, emphasizing the company's readiness to pay dues and restart operations. 3. Respondent's Position: The Respondent, RoC, contended that the company failed to file financial statements since incorporation, leading to the belief that it was non-operational. The Respondent followed legal procedures under Section 248 of the Companies Act, 2013, resulting in the company's dissolution. The Respondent argued against revival, stating lack of evidence of business activity or justifiable grounds. 4. Judgment and Decision: After considering arguments and evidence presented, the Appellate Tribunal set aside the NCLT's order and directed the restoration of the company's name in the register. The Tribunal imposed costs on the Appellant, required filing of pending returns, and allowed RoC to take punitive actions for non-compliance. The decision was based on the company's assets, tax compliance, and the potential for revival post-COVID-19. 5. Legal Precedents and Observations: The Tribunal referenced past cases where companies were restored due to changed business environments and opportunities, emphasizing the importance of affording companies a chance to rectify non-compliance issues. The judgment highlighted the significance of fulfilling statutory obligations, paying taxes, and owning valuable assets as factors supporting restoration. 6. Compliance and Future Actions: The Tribunal mandated the Appellant to pay costs, file pending returns, and comply with all statutory requirements post-restoration. RoC was granted authority to take further actions for non-compliance. The judgment emphasized the need for timely compliance and adherence to legal provisions for continued operations. In conclusion, the Appellate Tribunal's decision to restore the company's name was based on just and reasonable grounds, considering the company's assets, tax compliance, and potential for revival. The judgment underscored the importance of fulfilling statutory obligations and maintaining operational transparency for sustainable business operations.
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