2023 (8) TMI 63 - AT - Companies Law

Seeking restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies - HELD THAT - In view of the fact that the Audited Balance Sheet as on 31st March, 2018 and Bank Account Statement for the Financial Years 2017-18 and especially for the month of June, 2017 show that the Appellant No. 1 Company was actively involved in business transactions at the time of Striking off the name of the Appellant No. 1 Company by the Respondent vide its Circular dated 30.06.2017. Therefore, it cannot be said that the Appellant No. 1 Company is not carrying on any business or operations. Hence, 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 directed to be restored to the Register of Companies subject to the following compliances - application allowed.

Summary

Issues involved:
The judgment involves the restoration of a company's name in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana, under Section 421 of the Companies Act, 2013, after the National Company Law Tribunal dismissed an appeal for restoration.

Facts and Arguments:
The Appellant Company, engaged in trading of Organic Food and other hospitality services, had its name struck off and certificate of incorporation cancelled by the Respondent without proper notice or compliance with statutory provisions u/s 248 of the Companies Act, 2013. The Appellants contended that the company was active and had submitted necessary documents to prove its operations, challenging the Tribunal's order based on incomplete disclosure and violation of natural justice principles.

The Respondent, Registrar of Companies, justified the name strike-off due to non-filing of annual returns and balance sheets, issuing notices and public notices to the company for non-compliance. The Respondent believed the company was not operational and followed the provisions of Section 248(1)(c) of the Act for striking off the name.

Judgment:
After considering the arguments and evidence presented, the Tribunal found that the Appellant Company was actively involved in business transactions at the time of strike-off, as evidenced by financial statements and bank account records. The Tribunal set aside the NCLT's order and directed the restoration of the company's name in the register, subject to compliance with certain conditions.

Conclusion:
The judgment allowed the appeal, restoring the company's name in the register and requiring payment of costs to the Registrar of Companies, filing of pending annual returns and balance sheets, and compliance with other statutory requirements. The Tribunal emphasized the company's active business operations as a key factor in overturning the previous decision.