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Judgment
Present appeal is filed by the company, M/s AAC India Private Limited (for brevity the 'Company), through its Director Mr. Salil Ahuja, under
Section 252(1) of the Companies Act, 2013 (for brevity the Act') against the order of striking off the name of the company passed by Registrar of
Companies, the respondent herein, under section 248 (1) of the Act read with Rule 7 of Companies (Removal of Names of Companies from the
Register of Companies) Rules, 2016 published on 30.06.2017 vide notification no. ROC-DEL/248(5)/STK- 7/2879.
The company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of
Delhi and Haryana on 20.08.1986 having CIN U74899DL1986PTCO25162. The name of the company has duly changes from AA Consultants
Private Limited to AAC Consultants Private Limited on 01.01.1998.
The company is having registered office at M-114 Saket, New Delhi-110017
Authorized share capital of the Company is Rs.10,00,000/ - divided into 10,000 equity shares of Rs. 10/- each and issued, subscribed and paid up
share capital of the Company is Rs.6,10,000/- divided into 61,000 equity shares of Rs.10/- each.
The main objects of the company are:
i. To render service on modern management techniques essential to industry in the field of organization, planning, administration personnel, accounting,
marketing, market research, economic planning and to do the business of industrial, management and financial consultants.
And other main objects.
As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements since
incorporation, the name of the company was struck off in terms of provision of Section 248(1) of the Companies Act, 2013 read with Rule 7 and Rule
9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
The Appellant has submitted that the company was in operation and the business activities were carried out by the company during the period of
striking off but the Annual Returns and Financial Statements had not been filed with Registrar of Companies due to inadvertence on part of the
management.
8 The appellant has stated that no notice under section 248(1) of the Act in the form of STK-1 was received by the Company or any of the directors
or any person on their behalf, before striking of the name of the company.
However, without going into the controversy of the latches in following the due procedure of law by Registrar of Companies before the final act of
striking off the name of the company from the register of companies maintained by Registrar of Companies, for non-filing of statutory documents by
company for the relevant period, through publication of notice on 30.06.2017, the appellant has preferred to prove with documents and records that the
company was in operation and doing business during the period of striking off the name of the company as a better remedy.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank Statement of company of PNB Bank, from 01.04.2013 to 15.12.2017, having closing balance of Rs. 11,837.41/- and Bank
Statement of company of Jammu and Kashmir Bank, from 25.05.2016 to 08.04.2017, having closing balance of Rs. 2,87,005/- reflecting various
transactions done by the company during the period of striking off.
ii. The copies of financial statements of the company for the financial years from 2013-14 to 2016-17. The tangible assets reflected in Balance Sheet
as on 31.03.2017 are of Rs. 5,90,440/- and the turnover of the company is Rs. 13,79,528/-
iii. The company has incurred employee benefit expense of Rs. 3,12,471/- in the financial year ending on 31.03.2017.
iv. The copies of Income Tax Return the assessment years 2014-15 to 2017-18. The tax paid for assessment year 2017-18 is Rs. 2,91,140/-
v. The copy of GST Registration Certificate dated 26.06.2017 and GST Return dated 20.09.2017
vi. The copy of Udyog Adhar Registration dated 28.08.2017 issued by Ministry of Micro, Small and Medium Enterprises.
It is further submitted by the Appellant that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of
Delhi and Haryana was due to inadvertence on part of the management and due to lack of professional guidance and as such there was no wilful or
mala-fide motive behind non-filing of the Financial Statements and Annual returns.
The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was
carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional
fees.
The Income Tax Department has submitted in its report that there is outstanding demand against the Company of Rs. 2,85,660/- under section 147
and of Rs. 5000/- under section 271F of Income tax Act, 1961 for Assessment Year 2010-11 and other tax liabilities are also due to the Income Tax
Department. However, Income Tax Department has no objection if the company is considered for revival.
The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its
original name on the register of the Registrar of Companies namely:
i. That the company at the time of its name was struck off was carrying on business.
ii. Or it was in operation
iii. Or it is otherwise just that the name of the company be restored on the register.
The Appellant has submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct
company. Thus, taking into consideration the provisions of Section 252(3) of the Companies Act, 2013 which vests this Tribunal with a discretion
where the Company whose name has been struck off and such Company is able to demonstrate that there is a running business as on the date when
the name was struck off and also keeping in consideration that it is just to do so can restore the name of the Company in the Register and in the
interest of all stakeholders including the Appellant itself who seeks restoration of the name of the Company in the register maintained by Registrar of
Companies, the company deserved to be restored.
Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is set aside. The restoration of
the company's name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents with proper filing fees along
with additional fees required under law and completion of all formalities, including payment of any late fee or any other charges which are leviable by
the respondent for the late filing of statutory returns, and also subject to payment of cost of Rs. 25,000/- to be paid to Prime Minister's Relief Fund.
The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar of Companies, as if the name of the
company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.
The appeal is disposed of in terms of above order.
Let the copy of the order be served to the parties.