Restoring of Co’s Name Was Just and Equitable as It Had Fixed Assets and Wasn’t a Shell Transactionary Vehicle | NCLAT

Case Details: DD Finance and Holdings (P.) Ltd. v. Registrar of Companies, NCT of Delhi & Haryana - [2024] 160 taxmann.com 451 (NCLAT-New Delhi)

Judiciary and Counsel Details

• Yogesh Khanna, Judicial Member & Ajai Das Mehrotra, Technical Member
• Rajive Maini & Ms Shriya Maini, Advs. for the Appellant.
• B. Rama Ambedkar for the Respondent.
• Vishav Bharti Gupta for the Applicant.

Facts of the Case

In the instant case, Company ‘D’ was incorporated with the appellant, his father and his brothers. A public notice was issued by RoC to strike off the names of some companies from its register and the name of the appellant was also struck off due to default in non-filing of financial statements and annual returns.

The appellant filed an application under section 252(3) of the Companies Act, 2013 seeking orders for the restoration of the name of ‘D’ in the register of ROC. However, the Adjudicating Authority (NCLT) vide the impugned order dismissed the said application, stating that it was not inclined to interfere with striking off action taken by ROC against ‘D’.

Thereafter, the appellant filed an appeal before the National Company Law Appellate Tribunal (NCLAT) against the order passed by NCLT.

The appellant submitted that the chartered accountant of ‘D’ and the appellant’s father passed away and the appellant and his brother were residing at different places, thus they could not handle the business and could not file annual returns and financial statements.

It was observed that the act of RoC had caused grave prejudice to the appellant, more specifically when the said public notice was aimed at weeding out shell companies, whereas the appellant company held fixed assets and was not a shell transactionary vehicle.

NCLAT Held

The NCLAT held that there was no reason why the appellant’s name should not be restored as no prejudice would be caused to RoC if its name was restored.

Further, due to the exceptional economic growth curve, it would be just and equitable to restore the name of the appellant to the register of companies and thus, the impugned order was to be set aside.

List of Cases Reviewed

• D.D. Finance and Holdings (P.) Ltd. v. Registrar of Companies NCT of Delhi [2024] 160 taxmann.com (NCLT-New Delhi) (para 25) reversed See Annex