2021 (9) TMI 436 - Tri - Companies Law

Seeking restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies - Section 252 of the Companies Act 2013 - HELD THAT - During the course of hearing appellant was directed to produce the audited balance sheet to show that appellant had revenue from operation during the last two preceding financial years from the date of striking off the name of the company but it is seen that the appellant has failed to produce any such document. The prayer of the appellant is considered and it is observed that the specific averments have been made by the RoC in its reply stating the dates when the notices were sent upon the appellant company and its directors but appellant company and its directors failed to submit any reply - there are no force in the contention raised by the Ld. Counsel for appellant that no notice was sent/served upon the appellant company before the date when the name of company was struck off by the RoC. The appellant has failed to produce the audited balance sheet to show the company had revenue from operation for the immediate two preceding financial years when the name of the company was struck off by the RoC. Therefore the appellant company has failed to produce any document to show that the appellant company had revenue from operation or carrying on business at the time when the name of the company was struck off by the Registrar of Companies. The action taken by the RoC under Section 248(5) of the Companies Act 2016 need not be interfered - appeal dismissed.

Summary

Issues:
- Restoration of name of the Appellant Company in the register maintained by the Registrar of Companies, NCT of Delhi & Haryana.
- Violation of principle of natural justice.
- Evidence of business operation and financial activities of the Appellant Company.
- Compliance with statutory requirements and filing of necessary documents.
- Interpretation of the power of the Tribunal under Section 252(3) of the Companies Act, 2013.

Detailed Analysis:
1. Restoration of Company Name: The appeal was filed by M/s. Ahuja Hospitality Private Limited seeking restoration of its name in the register maintained by the Registrar of Companies. The company was struck off due to non-filing of necessary documents, leading to a dispute regarding the continuous business operation of the company since its incorporation.

2. Violation of Natural Justice: The appellant claimed a violation of the principle of natural justice, arguing that they did not receive notices from the Registrar of Companies before the name was struck off. However, the Respondent contended that notices were duly served, including public notices, and no response was received from the appellant.

3. Evidence of Business Operation: The Appellant provided evidence such as Income Tax Returns, GST Returns, and Bank Statements to demonstrate the business activities of the company. The company claimed to be in continuous operation, preparing annual returns, balance sheets, and filing income tax returns regularly.

4. Compliance and Filing Requirements: The Respondent highlighted that the company failed to file necessary documents with the Registrar of Companies, leading to the strike-off. The Respondent requested the company to file all pending Annual Returns and Balance Sheets to comply with statutory requirements.

5. Interpretation of Tribunal's Power: The Income Tax Department referred to a decision by NCLAT and the Supreme Court regarding the power of the Tribunal under Section 252(3) of the Companies Act, emphasizing the need for the company to be carrying on business for restoration. The Tribunal considered these precedents in its decision-making process.

6. Judicial Decision: After considering the arguments and evidence presented by both parties, the Tribunal dismissed the appeal, citing the failure of the Appellant to provide sufficient proof of business operation during the relevant period. The Tribunal upheld the action taken by the Registrar of Companies under Section 248(5) of the Companies Act, 2013, based on the lack of evidence presented by the Appellant.

In conclusion, the judgment emphasized the importance of complying with statutory requirements, providing evidence of business activities, and the interpretation of the Tribunal's power in restoring struck-off companies under the Companies Act, 2013.