Ashar Plastics Private Limited & Ors vs Registrar of Companies Mumbai

Shyam Babu Gautam, Member Technical

This present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (Act) by Ashar Plastics Private Limited & Ors. through its Director Mrs. Alka Ashar praying for restoring the name of the company in the Register maintained by the Registrar of Companies, Mumbai (RoC). The Appellant submits that the company has been incorporated to carry out the following objects:

“To carry on the business of manufacture and trading of all types of plastic material and products”

The Appellant submits that the company was incorporated on 21.05.1998 under the Companies Act, 1956. The Company has failed to file its Financial Statements and Annual Returns for the Financial Years for 17 Financial Years i.e., 19999-2000 to 2015-2016.

The Appellant submits that the company is a going concern and actively involved in the business and operation. The Appellant Company is a closely held Company and is a going concern. In the Financial Year 2019-20, revenue of the Company was Rs. 2,45,700/-and other income was Rs. 6,69,725/- as on 31.03.2020. The Company has been regularly filing Income Tax Returns and the copy of the Income Tax returns for last three years have been annexed to the Petition.

The Appellant further states that an important reason and prayer to revive the name of the Company is also that the Company owns an Immovable property bearing Plot No. 222/41 and 222/41/1 situated in MIDC Industrial area, Shirvane, Navi Mumbai. The Company has complied with all the directions of the MIDC authority and is regularly paying property Tax to the local authority.

The Petitioner submits that the Annual Returns and Financial Statements could not be filed due to inadvertence and due to the negligence of the professional assigned for complying the same.

The Company has been regularly conveying Annual General Meeting every year.

As per latest audited financial statements of the company as on 31.03.2019 the Authorized Share Capital and the issued subscribed and Paid-up Share Capital was as under: -

Particulars

Amount (Rs.)

Authorized Share Capital:

5,000 equity shares of Rs. 100/- each.

5,00,000/-

Total

5,00,000/-

Issued, Subscribed and Paid-up Share Capital:

70   equity   shares   of   Rs.   100/-   each   fully   paid   for

consideration other than cash

7,000/-

Total

7,000/-

As on the date, the Authorized Share Capital and the Issued subscribed and Paid-up Share Capital of the company are the same as above.

The Petitioner Company has also enclosed copies of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the Assessment Years 2018-2019, 2019-2020 and 2020-2021.

The Respondent, Registrar of Companies submitted his Affidavit in reply on 11.01.2022 explaining the following sequence of events leading to the striking of the name of the company:

(a) The Respondent side issued Notice in Form STK-1 to the company and its directors informing the intention of the Registrar to strike off the name of the Company and requesting them to submit a cause contrary to the said action within thirty days.

(b) Further, as required under rule 7 of the Companies (Removal of Name) Rules, the name of the Company was published on the website maintained by the Ministry vide STK-5 dated 28.04.2017 and issued notices not only to the Company and the Director of the company, but also to all stakeholders concerned so as to receive their objections to the said intention of the Registrar to remove the name of the company.

(c) In addition to the publication of the name of the Company on the website of the Ministry, the name was also published in the Official Gazette and in leading English newspaper “Times of India” and a widely circulated regional language in Marathi newspaper “Maharashtra Times” on 03.05.2017.

(d) Respondent further submits that in the absence of any representation against the proposed strike off action, the Registrar struck off the name of the company on 16.06.2017 and the dissolution order was published on the website of the Ministry vide STK-7 on 10.07.2017.

Upon perusal of the audited accounts submitted by the Petitioner Company, the Bench is satisfied that the Company is in operation. As observed above, the books of the Petitioner Company reflect that Directors intend to continue its business operations of the company. Therefore, in the interest of justice the name of the company deserves to be restored in the Register of Companies maintained by the Respondent Registrar of Companies.

Given the above facts and circumstances, we are satisfied that the prayer sought by the Appellant company deserves to be allowed.

ORDER

Company Appeal CP No. 14/252(1)/MB/C-II/2022 filed by Appellant/Petitioner Ashar Plastics Private Limited, through its Director Mrs. Alka Ashar seeking restoration of the company’s name in the Register of the Companies maintained by the Registrar of Companies, Mumbai is allowed with the following terms.

The Respondent is directed to restore the name of the Appellant company in the Register of Companies, Mumbai subject to payment of a sum of Rs. 4,25,000/- (Rupees Four Lakhs Twenty Five Thousand Only) as cost payable in the account of “Bharat Kosh” within Thirty days from the date of receipt of copy of this order.

The company shall file all its pending financial statements and Annual Returns with all the applicable fees and late fees with the Respondent within a period of thirty days from the date of receipt of copy of this order, failing which, this order will stand vacated automatically.