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TMI Blog2020 (10) TMI 227X X X X Extracts X X X X X X X X Extracts X X X X ..... 469 of the Companies Act, 2013 Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 have also been brought into force by Central Government vide Notification No. GSR 1174E on 26.12.2016 - Ministry of Corporate Affairs vide communication dated 17.02.2017 had instructed all Regional Directors and Registrars of Companies to take strike off action against companies which have failed to file Financial Statements or Annual Returns for immediately two preceding Financial years and have also not filed application under Section 455 (1) of the Companies Act, 2013 for making them as Dormant . It would be just and proper to order restoration of the name of the Company in the Register of Companies - The Company is di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent herein struck off the name of the appellant company from the Register due to the dormant nature of the appellant as assumed by the respondent was primarily because of the death of the director of the company. It is submitted that Section 149 (1) of the Act provides a private company shall have a minimum of two directors to acquire the status of a company under the Act. Pursuant to the death of the above-mentioned director, the appellant lost the minimum quorum to run a private company, as mandated by the statute. Hence, the cause for the assumed dormant nature of the appellant company is nothing but a result of operation of law. The appellant company lost the minimum quorum, required for passing any resolution with the death of its Mana ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppellant company. Ex consequenti and for obvious cause, the expired director was also not heard by the RoC, who intended to remove the name of the appellant company from the Register of Companies. Therefore, the succeeding mandate of granting opportunity of being heard was also not complied with. For such stated reasons, they have submitted that the issuance of notice in Form STK-1 u/s. 248 (1) of the Act is bad in law and thus ultra vires. 4. The appellant again submitted clarifying the facts as to its failure to commence its business within one year of incorporation, i.e. during the year 2011-2012, u/s. 248 (1) (a) of the Act, the appellant company was not carrying their business or operation for a period of two preceding financial yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... failed to file Financial Statements or Annual Returns for immediately two preceding Financial years and have also not filed application under Section 455 (1) of the Companies Act, 2013 for making them as Dormant . 7. Respondent also submitted that as per provisions of Section 248 read with relevant rules, notice has been issued to the company and its directors on 31.03.2017. Further notice regarding proposed action against 5479 companies had been duly published in the Official Gazette on 13.05.2017 in addition to publication in official website of Ministry of Corporate Affairs and also in News Paper Dailies (English Malayalam) on 10-05-2017 and 11.05.2017 respectively. Simultaneously instructions were also given to 1. Reserve Bank of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es Act and also for not responding to the several periodical notices within the notice period. It is stated that the action of strike off is fully substantiated within the authority under the provisions of Section 248 of the Act and deserves the protection of the Tribunal. 10. We have heard the learned counsel for the appellant, perused pleadings and the documents filed in support of the contention of both the parties. 11. Having satisfied with the reasons mentioned in the Appeal, the Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies. i. The Company is directed to file all the statutory document(s) along with prescribed fees/additional fee/fine a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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