2023 (6) TMI 72 - AT - Companies Law

Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC) - HELD THAT - The impugned order dated 17.12.2021, the NCLT has rightly held that the Audited Financial Statements of the two immediately preceding Financial Years i.e., 2015-16 and 2016-17 filed by the Appellant Company reflected Zero revenue from its operations and have come to the conclusion that the Appellant Company was neither in operation nor carrying out its business at the time of its name was struck off from the register of Registrar of Companies. There are no merit in the instant Appeal to interfere with the order impugned passed by the NCLT. The impugned order dated 17.12.2021 passed by the National Company Law Tribunal (New Delhi Bench, Court-II) is hereby affirmed - The instant Appeal is hereby dismissed.

Summary

Issues: Appeal u/s 421 of Companies Act, 2013 against order dismissing restoration of company's name in RoC register.

Judgment Details:
1. Facts of the Appeal: Appellant company incorporated in 2011, engaged in various agricultural activities, maintaining bank accounts, and filing tax returns. Due to oversight, failed to file financial statements after 2016, leading to RoC striking off its name in 2018 without prior notice.

2. Appellant's Arguments: Appellant claimed RoC's action arbitrary, lacking natural justice principles. Highlighted regular tax filings, operational status, and absence of reasons for delay in financial filings. Argued RoC's objection based on lack of "income from operation" was invalid as the company was functional.

3. NCLT's Decision: NCLT upheld RoC's decision based on zero revenue from operations in the audited financial statements of 2015-16 and 2016-17. Concluded the company was not operational when its name was struck off.

4. Appellant's Plea: Appellant sought restoration to continue operations, benefiting stakeholders, governments, and public interest. Argued NCLT failed to consider the company's genuine operational status and financial stability.

5. Respondent's Defense: RoC defended the strike-off as legally justified due to the company's inactivity for two preceding financial years. Income Tax Department had no objections to the company's restoration.

6. Judicial Analysis: Tribunal affirmed NCLT's decision, emphasizing the company's zero revenue from operations in critical financial years. Found no merit in the appeal, dismissing it without costs.

7. Conclusion: The appeal u/s 421 was dismissed, upholding RoC's decision to strike off the company's name. The judgment was uploaded on the Appellate Tribunal's website and sent to NCLT for record.