TMI Blog2023 (5) TMI 869X X X X Extracts X X X X X X X X Extracts X X X X ..... ny incorporated under the Companies Act. Once the name of the appellant company was ceased to be company it was not competent to maintain the CP No.58/2012. There is no doubt that after the striking off the name, a company ceases to remain as a company. However, even after dissolution of the company in view of striking off its name from the register, its existence remains only for the purpose of realising the amount due to the company or for the payment or discharge of the liabilities or obligations of the company. Meaning thereby that after striking off the name of the appellant company the appellant was not entitled to pursue the CP No.58/2012 which was primarily filed on an allegation of oppression and mismanagement of Respondent No.1 not for realisation of any debt. The present case cannot be equated with a dispute relating to realisation/claim of the Income Tax liabilities. Since the appellant on the date of passing of the impugned order had ceased to be company under the Companies Act and its name was already struck off from the register of the ROC, the CP No.58/2012 had become infructuous and learned NCLT has rightly dismissed the CP No.58/2012 - Appeal dismissed. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Board meeting of Respondent No. 1 Company issued by Respondent No. 7 be null said void. v) Restrain Respondent no. 2, 3, 4 5 from illegally and fraudulently proposing/ buying their shares of the petitioner in the respondent company and further not effect any transfer of shares in the records of the Company. vi) Declare the change in Registered Office of the Respondent No. 1 Company on along with the Form 18 filed with Registrar of Companies as null and void vii) Declare all other acts, deeds and things done by the Respondents in pursuance of the aforesaid forms or otherwise, if any, not in the knowledge of the Petitioner as illegal and null and void. viii) Pass an appropriate order directing the Respondent No. 1 Company to give consequential effects in implementation of the directions/ declaration as per Prayers (i) to (vii) above. ix) Pass an appropriate order granting the interim reliefs as as prayed for in Para 69 above as final reliefs. x) Pass such other orders as may be deemed fit and proper by this Hon'ble Board in the facts and circumstances of the case. 3. It is submitted by the Applicant that subsequently, M/s. Panthera Develope ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tiated by or against the Struck off Company 8. At this juncture, we also refer to Section 250 of the Companies Act, 2013, which reads as below: 250. Effect of company notified as dissolved. Where a company stands dissolved under section 248, it shall on and from the date mentioned in the notice under sub-section (5) of that section cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from such date except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities or obligations of the company. 9. On perusal of the abovesaid provision, it is evident that the legislature has given exception to a struck off company to be treated as dissolved only, when the company has to realise its dues or pay dues in discharge of its liability. However, on perusal of the prayers sought in the petition filed by M/s. Panthera Developers Private Limited, it is observed that none of its prayers come under this exception. 10. Since the Petitioner in the Company Petition No. 58/(ND)/2012 M/s. Panthera Developers Private Limited ceased to exist as a Company, we allow t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... VIR CHUGH 30/09/2011 - 01877020 DEVINDER PARKASH KALRA 30/09/2011 05242508 ANURADHA KALRA 30/12/2014 2. The short fact of the case is that the appellant herein long back in the year 2012 had filed CP No.58/2012 under Section 397 and 398 read with Section 402 and 403 of the Companies Act, 1956 primarily making an allegation of oppression and mismanagement of Respondent No.1 company. In the CP 58/2012 the appellant herein has prayed for following reliefs: (i) Direct Respondent no.4 and 5 to produce documents verifying their appointment as nominee Directors for taking any further action in this regard by the Respondent No. 1 Company. (ii)Declare the removal of the existing Directors Respondent no.8 and 9 and appointment of Respondents 4 and 5 fraudulently by filing of Form 32 by Respondent No 7 as null and void. (iii)Restrain Respondent nos. 2, 3, 4 and 5 from appointing any nominee directors of Respondent no.2 to the board of the Respondent Company without proper Board resolution passed in a legally held meeting of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lant before the NCLT that the appellant had failed to file its annual return and financial statements after the year ending 31.03.2012. The appellant company also admitted its default in carrying out the statutory compliances but a plea was taken that it happened due to a dead lock in the management of the company. A plea was taken that without following the principles of natural justice the ROC had passed the order of striking off the name of the company. The NCLT after considering the facts and circumstances allowed the appeal by its order dated 15.05.2019 considering it just and equitable to restore the name of the company in the register of companies. Learned NCLT allowed the application for restoration subject to payment of cost of Rs.25000/- to the Prime Minister s Relief Fund. It was further directed that the restoration of the appellant company s name in the register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of all formalities including payment of any late fee or other charges which were leviable for the late filing of statutory returns. Only after complying such conditions it was directed to restore ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7 Supreme Court Cases 654 (Commissioner of Income Tax, Jaipur Vs. Gopal Shri Scrips Pvt Ltd). It was argued that in Gopal Shri Scrips Pvt Ltd case (Supra) the Income Tax Department had assailed the order of the Hon ble High Court of Rajasthan whereby appeal preferred by assesse was dismissed having become infructuous in view of the fact that the name of the company was subsequently struck off under Section 560(5) of the Companies Act, 1956. He submits that Section 560 of the Companies Act, 1956 (old act) is similar to Section 241-242 of Companies Act, 2013. He has specifically drawn our attention to para 10 of the Hon ble Supreme Court Judgement which is quoted hereinbelow: 12. In our view, the High Court was wrong in dismissing the appeal as having rendered infructuous. The High Court failed to notice Section 506(5) proviso (a) of the Companies Act and further failed to notice Chapter XV of the Income Tax Act which deals with liability in special cases and its clause (L) which deals with discontinuance of business or dissolution . The aforementioned two provisions, namely, one under the Companies Act and the other under the Income Tax Act specifically deal with the cases o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of ROC the CP No.58/2012 was maintainable. 11. Mr. Kaushik Chatterjee, learned counsel for the Respondent who had also filed caveat application in the present appeal opposing the appeal submits that once the appellant company cease to remain as company the Learned NCLT has rightly allowed the application filed by the Respondent No.1 for dismissal of CP No.58/2012 which was primarily filed on an allegation of oppression and mismanagement of Respondent No.1. He submits that after the name of the appellant company was struck off from the register of ROC there was no reason to allow the said company petition to further continue. He further submits that the non-seriousness on the part of the appellant is evident from the fact that after the submission of annual return/statement lastly on 31.03.2012 before the ROC, no step was taken by the appellant company to file annual return/statement continuously and only thereafter, the learned ROC exercising powers under Section 248 of the Companies Act, 2013 on 08.08.2018 issued final notice regarding striking off the name of the appellant company from the register of ROC. Even after striking off order one year thereafter the appellant filed a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... priate to examine Section 250 of the Companies Act which is reproduced hereinbelow:- 250. Effect of company notified as dissolved-Whether a company stands dissolved under Section 248, it shall on and from the date mentioned in the notice under sub-section (5) of that section cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from such date except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities or obligations of the company. 13. On examination of the aforesaid provision there is no doubt that after the striking off the name, a company ceases to remain as a company. However, even after dissolution of the company in view of striking off its name from the register, its existence remains only for the purpose of realising the amount due to the company or for the payment or discharge of the liabilities or obligations of the company. Meaning thereby that after striking off the name of the appellant company the appellant was not entitled to pursue the CP No.58/2012 which was primarily filed on an allegation of oppression and mismanagement of Respondent ..... X X X X Extracts X X X X X X X X Extracts X X X X
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