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TMI Blog2018 (4) TMI 1692X X X X Extracts X X X X X X X X Extracts X X X X ..... its directors/shareholders of the company. The name of the company has been struck off from the register maintained by the Registrar of Companies (in short, ROC) West Bengal vide Notification No. ROC/WB/STK/2017/2 dated 30 06.2017 issued by the Registrar of Companies, West Bengal under Section 248(5) of the Companies Act, 2013 and the Appellant Company has been dissolved on 09.06.2017 2. A copy of the Notification ROC/WB/STK/2017/2 dated 30.03.2017 has been enclosed with the Company Petition and marked as Annexure "B". The authorized share capital of the Company is Rs. (Rupees Ten Lakhs) only, divided into 100000 (One Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each. 3. There are two Directors in the Company and both of them are share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he petition marked as Annexures "D" and "E" respectively. 8. The appellants have produced the certified copies of audited financial statements & annual returns of the company for the financial years 2013-14 to 2015-16 and also the Executed Memorandum of Appearance along with the Board Resolution for the same and marked as Annexures "F" and "G" respectively. 9. The appellants further contend that on coming to know about the non- filing, the directors took steps for completing the filing and restoration of its status. But the ROC expressed its helplessness to make any correction or modification in the master data and accordingly filed this petition for restoring the name of the company. 10. The Registrar of Companies, West Bengal has su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... name of the Appellant Company is restored in the Register of the Companies provided that the Appellant Company fulfills its legal obligations such as filing its due Annual Returns along with Balance Sheet as well as profit and loss Accounts with additional fee as per the provisions contained under Section 403 of the Companies Act,2013. 11. Heard the Ld. Pr. CS for the appellants and perused the records. 12. The Ld. Pr.CS submits that the appellants were in the habit of filing statutory returns and prepared the balance sheets and annual returns in time and approved by the shareholders, but the same could not be filed as there were some internal disputes between both the directors and when the disputes were resolved for non filing of retu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r satisfy the need or the requirement that the company is a going concern. On going through the letter of allotment produced along with the supplementary affidavit dated 8.1.2018, it is understood that 22.457 acres of land for Residential - cum -commercial purpose at satellite township in Siliguri was allotted to the appellants company provisionally upon certain terms of payment. Admittedly, the petitioners paid 10 Crore and odd amount towards initial deposit for enabling it to get the allotment of land. 15. As per the terms, out of Rs. 59,10,12,098f- crores to be paid by the allottee within 60 days from 31.3.2012. No data is available in the case in hand to prove that the allotment was complete and that after restoration they can proceed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... activities took place during the yeah'. The net loss recorded in the report is Rs. 4879/-. The directors report for the year ended 31.03.2016 also shows similar report. It read as "No revenue generating activities took place during the year', The net loss recoded for the said year is Rs. 4,630/-. The above-said factors in the directors reports no way helpful to prove that the appellant company is carrying any business as repeatedly submitted by the Ld. Pr.C.S. 17 On going through the statement of Profit & Loss accounts attached with the financial statement for the financial years ended March, 2014, 2015 and 2016, we also do not satisfy that the company was carrying on business as on the date of the filing of the appeal as alleged ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... upon getting provisional allotment worth Rs. 59 crores, certainly they would have vigilant in processing the allotment and would have fulfilled the terms of allotment. From the data available it is understood that they have committed breach of terms of allotment and committed default in non filing of statutory returns which they are duty bound to submit with the office of the ROC under the companies Act.2013. From the above said discussion, we can come to a legitimate conclusion that the appellant company is a sham company ever engaged in any business from the time of inception or it was in operation as alleged. We also found no valid reason for restoring a company of this nature. The appeal is therefore liable to be dismissed. 20. In the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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