Anuradha Malhotra And Ors. vs Registrar Of Companies And Anr.

The present appeal is filed by the directors (for brevity the ‘appellants’) of the company namely M/s Buttercup Chocolate Private Limited

(for brevity the ‘Company’), under Section 252 of the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the

name of the company passed by the respondent 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 08.08.2018 vide notification no. ROC-DELHI/248(5)/STK-7/4865 by Registrar of

Companies, the respondent herein.

It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on

28.04.2008 under the Companies Act, 1956 with CIN U15430DL2008PTC177325 and having its registered office at D-992, New Friends Colony,

New Delhi- 110065. The Authorized Share Capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each and issued,

subscribed and paid up share capital of the Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each.

The main objects of the company are:

To carry on the business of making, process and deal in biscuits of all types including wafer biscuits and bakery and confectionery in all its branches

including candies, sweets, lemon drops, chocolates, toffees, lozenges etc., breads, tinned fruits, condensed milk, jams, jellies, squashes, juices, soft-

drinks, dehydrated vegetables and fruits, frozen foods, sauces, chutnies, pickles and preserved provisions of all kinds, cakes, sweets, dairy products,

condiments and any other line, which may seem to the company capable of being conveniently carried on in connection therewith. And other main

objects.

As per the notice of non-compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements for

financial years 2015-2016 to 2016-2017, 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 reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

a) The copy of Bank Statements of the Company of Tamilnad Mercantile Bank Ltd. for the period 01.04.2014 to 24.03.2017 showing various

transaction details of the company and reflecting closing balance of Rs. 1,81,832/- as on 24.03.2017.

b) The copies of financial statements of the company for the financial years from 31.03.2015 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects Revenue from Operations of Rs. 13,84,893/-and fixed assets of Rs. 29,13,566/-.

c) The copies of Income Tax Returns filed for the assessment years 2013-14 to 2017-18. The tax paid by the company for A.Y. 2017-18 is Rs.

21,348/.

d) The copy of VAT Return in Form VAT 100 having TIN 29120657218 for the period from 01.04.2015 to 20.04.2017 showing tax payable of Rs.

13,105/- as on 20.04.2017.

e) The copy of Contract Manufacturing Agreement dated 15.09.2015 executed between the appellant company M/s Buttercup Chocolates Private

Limited and M/s Global Consumer Products Private Limited which is valid for the period of 3 years.

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 not submitted its report inspite of various opportunities given.

The grounds contemplated under section 252 of Companies Act, 2013, namely, that of the company carrying on business or was in operation at the

time of striking off its name, and where it appears “just†to the adjudicating authority that the name of the company is to be restored to the

Register of Companies and the Section 252(3) further contemplates that one of the above 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.

The Appellant has submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct

company as per section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) 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 hereby declared illegal and

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 accordingly.

Let the copy of the order be served to the parties.