Name of Co. was to be restored in the register of Cos. where it was carrying on business operation: NCLAT

Case Details: HIFFCO Farming Ltd. v. Registrar of Companies - [2022] 141 taxmann.com 293 (NCLAT- New Delhi)[21-04-2022]

Judiciary and Counsel Details

• • M. Venugopal, Judicial Member & Dr Ashok Kumar Mishra, Technical Member
  • Nitesh Kumar Sinha, Adv. for the Appellant.

Facts of the Case

In the instant case the Appellant Company’s name was struck off by the Respondent/Registrar of Companies (ROC), on its failure to file annual return for financial year 2006-07 onwards.

Appellant lied an appeal before the tribunal under section 252 of the Companies Act, 2013. The appellant submitted that the Company had prepared the Financial Statements regularly which was audited, but the same was not to be filed, with the ROC owing to an acute financial crisis, lack of co-ordination and follow up with the Professional engaged for the same and lack of information about the prevailing regulations governing the requisite filings by the Company.

It was further submitted that the appellant was carrying on the business since its ‘incorporation’ and the same is reflected in the ‘financial statements of the company. Moreover, when the Appellant/Company approached another Professional for filing the overdue documents, they came to know about the huge late filing charges and consequences for the non-filing of the Annual Forms with the ROC via the MCA portal. But the appellant’s name was struck off by the ROC, before the filing of any overdue documents.

The Appellant submitted that the non-filing of Financial Annual Return(s) before the ROC was a default, owing to an inadvertent lapse to comply with the regulation and the mistake was a bona fide one. In fact, the Appellant was ready to furnish all relevant documents for the defaulted financial year with delay fees.

NCLAT Held

The NCLAT held that it was just and proper to restore the appellant’s name. The failure/negligence/omissions on the part of the Appellant in not filing the ‘Statutory Annual Returns’ in time, can be saddled with a levy of costs, to prevent an aberration of justice and to promote substantial cause of justice.

NCLAT ordered that the name of appellant was to be registered in register of companies subject to its filing of all outstanding relevant documents required by ‘Law’ and fulfilling all the ‘Statutory Requirements’.

List of Cases Reviewed

• • Order of NCLT-Kolkata in CP/59(KB)/2021, dated 15-11-2021(para 21) reversed.

List of Cases Referred to

• • Purushottam Dass v. Registrar of Companies [1986] 60 Comp Cas 154 (Bom.) (para 11)
  • POSH Exports (P.) Ltd. v. Registrar of Companies [Co. Pet. 207 of 2014, dated 16-12-2014] (para 12)
  • Amarpreet Enterprises (P.) Ltd. v. Registrar of Companies [2010] 101 SCL 420 (Delhi) (para 13)
  • Tweak the Future Innovations (P.) Ltd. v. Registrar of Companies [Comp. App (AT) No. 300 of 2019, dated 3-3-2020] (para 14)
  • Basant Kumar Berlia v. Registrar of Companies [2019] 104 taxmann.com 83 (NCLAT – New Delhi) (para 15)
  • Sai Abacus Education System (P.) Ltd. v. Registrar of Companies [Company Appeal (AT) No. 111 of 2020, dated 27-7-2020] (para 16)
  • R. Narayanasamy v. Registrar of Companies [Civil Appeal Nos. 6803-6805 of 2021, dated 22-11-2021] (para 18).