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Judgment
Sumita Purkayastha, Member(T)
This Appeal has been filed by the Company named . Biochem Immunoassay Private Limited' having its Regd. Office at C-24 Na Paryavaran
Complex, Saket, New Delhi-110 030 hereinafter referred to as ""the Company"" invoking the provisions of Section 252 (3) of the Companies Act, 2013
(the Act) for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi & Haryana.
The company has authorised and paid up share capital of Rs.1,00,000/-.
As per the averments, M/s. Biochem Immunoassay Private Limited was incorporated on 11.12.2014 as a private limited company and has its
registered office at C-24 Na Paryavaran Complex, Saket, New Delhi-110 030 having CIN No.U24233DL2014PTC274034. Since incorporation, the
appellant-company has been carrying, on business with the purpose to run/ maintain its department of pathology which include various branches as
Biochemistry. Immunology, Micro-biology, Serology, Haematology, Histopathology, routine examination etc. It would utilize its technical know-how
and invest in research and development of new medical techniques to improve the current standards to diagnosis that are available to the patients at
large. The appellant company has its Branch office from where its Director work at Opp. Galaxia Mall. Gr. Floor. Sushila Niketan Ratu Road,
Ranchi-834 005.
A sweeping action was initiated by the ROC at the instance of MCA in striking off the names of several Companies who had failed to file their
Statutory Returns. The appellant had failed to file its Financial Statements and Annual Returns for the Financial Years 2016-17, 2017-18 thereby
giving rise to the surmise that the business of the company was not in operation. Consequently, its name was struck off by the Respondent from the
Register of Companies under Section 248 of the Companies Act, 2013 vide notification No. ROC/DELHI/248(1)/STK-7/6217 dated 29.10.2019.
The appellant -company admitted their default in carrying out the statutory compliances but submits that the same was due to lack of professional
guidance, inadvertence and oversight. However, the appellant has submitted copies of its Financial Statements and Annual Returns for 2016-17, 201 7-
1 8 and 2018-2019 with the petition and original submitted to the respondent.
The Appellant submits that the Appellant Company has been in continuous business operation, has been regular in preparing its annual return and
balance sheets and filing income tax returns with the competent authorities and has certain assets which necessitate restoration of its name in the
record of ROC. In order to corroborate this submission the petitioner has placed before us the following evidence:
i) The Company has submitted Copies of Audited financial statements for the period ending 31,03.2017. 31.03.2018 and 30.03.2019 along with Audited
balance sheets for the above periods have been annexed with the petition and submitted to the respondent.
ii) That the company filed the Balance Sheets and Annual Returns till the financial year ending 31.03.2017, 3 1 .3.201 8 and 31.03.2019.
iii) Audited Financial statements reflecting revenue from operations to the tune of Rs.37,85,948/- during 2016-17, and Rs.19,21,429 during FY 2017-18
and Rs.41,60,430/- during FY 2018-10 with Net profit Before tax of Rs.80,415, Rs.41,339 and Rs.93,721 during FYs 2016-17, 2017-18 and 2018-2019
respectively and Current assets of Rs.3.97.099 during FY ending 31.3.2016 and Rs.6,28,766/- as on 31.3.2017 respectively.
iv) Company has also annexed invoices raised by different entities and invoices raised by the. appellant during 2016, 2017 and 2018 reflecting that the
company is in continuous operations since incorporation.
v) Bank statements from HDFC Bank showing opening balance of Rs.20,0001- as on 17.03.2015 and closing balance of Rs.16,071 as on 30.3.2019
and closing balance of Rs.1304/- as on 30.07.2019 has been filed with the appeal.
vi) The appellant-company did not file Income-Tax Returns for the period ending 31.03.2017, 31.03.2018 and 31.03.2019 due to lack of knowledge and
no professional guidance due to inadvertence. However, the appellant --company has submitted that they will comply with all statutory compliances
required for operations and functioning of the company. The matter came up for hearing before the Bench on 03.12.2020 and the Order was
reserved.
The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act, 2013 which includes
that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its
Register.
The appellant has been able to satisfy this Bench that it has certain assets which necessitate and justify restoration of its name in the register of
companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures. Merely to disallow
restoration on grounds of its failure to file annual returns would neither be just nor equitable. As per several decisions of various Courts it should only
be in exceptional circumstances that Courts should refuse restoration where the company has been struck off for its failure to file annual return as that
would be excessive or inappropriate penalty for that oversight.
Accordingly, the appeal is allowed subject to payment of costs of Rs. 25,000/- to the Prime Minister Relief Fund. The restoration of the Appellant
Company's name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of
all formalities, including payment of any late fee or other charges which are leviable by the respondent for the late filing of statutory returns. The name
of the petitioner
The direction for freezing the Bank Account(s) of the Appellant company, if on this ground, shall consequently be also set aside immediately to
enable the company carry out its business operation. Compliance of this order for restoration shall be made by the respondent with all its consequential
effects within one week of compliance by the appellant.
The appeal is allowed and disposed off accordingly.
Let the copy of the order be served to the parties.