2019 (6) TMI 370 - AT - Companies Law

Restoration of the name of the Company Shree Narayan Developers Pvt. Ltd. in the Registrar of Companies, Uttar Pradesh - serious allegations of financial mismanagement and fraud - extension of time for filing documents - HELD THAT - Before us, there is no dispute that the Appellant did deposit ₹ 50,000/- in August, 2018 itself with ROC. Apart from this, although NCLT had directed filing of the Statutory Returns within 30 days in para 7, in view of existence of specific provision in the form of Rule 153 of the National Company Law Tribunal Rules, 2016, the NCLT had sufficient powers to extend time - Rule 11 of the Rules gives Inherent Powers to the NCLT to pass such Orders as are required to meet the ends of justice. Thus we need not burden this Judgement by referring to Rulings referred to by parties on the subjects of Review, or Peremptory Orders. In the present matter, where clearly there was litigation going on between the parties and even Investigating Auditor had been involved and gave Report, and the Company Petition was pending, it was wrong on the part of ROC in the first place to have struck off the name of the Company in set of present facts. Looking to the period from 2003 till 2017, and the fact that NCLT itself accepted that it was necessary for the Appellants to have the records from the Respondents, the interest of justice required that NCLT should have extended the time which power it had under Section 153 of the Rules. The Impugned Order dated 10th September, 2018 set aside - appeal allowed.

Summary

Issues:
1. Extension of time for compliance of filing Returns.
2. Non-compliance of handing over books and records by Respondents.
3. Jurisdiction of NCLT to modify earlier orders.

Extension of time for compliance of filing Returns:
The Appellants filed an Appeal against the Impugned Order passed by NCLT declining to extend the period for compliance of filing Returns. The Appellants sought restoration of a company's name that had been struck off by the Registrar of Companies. NCLT found that the company had not filed statutory returns since 2003 and directed restoration subject to conditions. The Appellants requested an extension to finalize accounts and file returns, but NCLT rejected the application, stating it amounted to modifying the earlier order. The Appellants argued for an extension, highlighting the non-cooperation of Respondents in providing necessary records. NCLT had the power to extend time under Rule 153 of the NCLT Rules, considering the ongoing litigation and necessity of records from Respondents. The Appeal was allowed, setting aside the Impugned Order and directing necessary compliances within 30 days.

Non-compliance of handing over books and records by Respondents:
The original Respondents were directed by NCLT to hand over books and records to the Appellants for statutory compliances. However, the Respondents did not comply, hindering the finalization of accounts and returns. Despite the Appellants' deposit of the required amount with ROC, the Respondents failed to cooperate. The Appellants requested an extension to fulfill their obligations, emphasizing the Respondents' refusal to share records. NCLT acknowledged the importance of records in the compliance process and found the Respondents' actions obstructive. The Appeal was allowed, emphasizing the necessity of records for statutory compliances and granting the Appellants the opportunity to request further time if needed.

Jurisdiction of NCLT to modify earlier orders:
The NCLT rejected the Appellants' application for an extension, stating it would amount to modifying the earlier order, which was beyond its jurisdiction. The Respondents argued against the extension, claiming the NCLT had no authority to alter the initial order once passed. However, the NCLT found that it had the discretion to extend time under Rule 153 of the NCLT Rules and had inherent powers under Rule 11 to ensure justice. The NCLT emphasized the need for cooperation and compliance in the case, especially considering the ongoing litigation and the importance of records. The Appeal was allowed, highlighting the NCLT's authority to extend time for statutory compliances in the interest of justice.

This detailed analysis covers the issues of extension of time for compliance of filing Returns, non-compliance of handing over books and records by Respondents, and the jurisdiction of NCLT to modify earlier orders, as addressed in the legal judgment by the National Company Law Appellate Tribunal, New Delhi.