2023 (9) TMI 361 - AT - Companies Law

Striking off of the name of the company by the Respondent No. 1 from the Register of Companies - Section 248 of the Companies Act, 2013 - HELD THAT - The Appellant Company is having property/land and due to change of circumstances the Appellant Company has failed to file its Financial Statements and Annual Returns - considering that the Appellant Company is having substantial movable as well as immovable assets, it cannot be said that the Appellant Company is not carrying on any business or operations. Hence, the order passed by the National Company Law Tribunal (New Delhi Bench-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 - appeal allowed.

Summary

Issues involved:
The judgment involves issues related to the striking off of a company's name by the Registrar of Companies under Section 248 of the Companies Act, 2013, and the subsequent appeal filed by the aggrieved company challenging the order of the National Company Law Tribunal.

Facts and Arguments:
The Appellant Company, engaged in minerals and mining activities, faced financial challenges due to government restrictions. Despite obtaining necessary licenses and certifications, the company's name was struck off for non-compliance. The Appellant contended that the Registrar did not follow the prescribed procedure and failed to provide notices to the directors individually as required by law. The Appellant sought restoration of its name, emphasizing the potential loss to shareholders and highlighting its efforts to comply with regulations.

The Respondent Registrar justified the striking off by citing the company's failure to file necessary documents and lack of operation for consecutive financial years. Notices were issued to the company and its directors, providing opportunities to rectify the defaults. The Respondent argued that the company did not present sufficient grounds for revival and failed to demonstrate ongoing business activities.

Decision and Rationale:
After evaluating the submissions and circumstances, the Appellate Tribunal set aside the impugned order of the National Company Law Tribunal. The Tribunal found that the Appellant Company, possessing substantial assets, had not ceased business operations despite challenges. Consequently, the order to strike off the company's name was deemed unsustainable. The Tribunal ordered the restoration of the company's name to the Register of Companies, subject to specified conditions including payment of costs, filing of pending documents, and compliance with statutory requirements.

The Tribunal emphasized the importance of maintaining compliance with regulations and directed the Registrar of Companies to take necessary punitive actions for any future non-compliance by the company and its directors. The judgment was to be uploaded on the Tribunal's website and shared with the National Company Law Tribunal promptly.

This summary provides a detailed overview of the judgment, including the key issues, relevant facts, arguments presented by both parties, the decision reached by the Appellate Tribunal, and the rationale behind the judgment.