Czone Engineers Private Limited vs Registrar Of Companies

Sumita Purkayastha, Member (Technical)

The present appeal is filed by Mr. Soumen Chatterjee & Mr. Jayant Kumar Directors of Czone Engineers 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, issued vide Public Notice bearing No. ROC/DEL/248/STK-5/2018/2912 dated on 18.06.2018 by Registrar of Companies, the respondent herein.

The Appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi under the Companies Act, 1956 on 04.09.2003 with CIN U74140DL2009PTC193948 ,having its registered office at RZ 2407/25 Tughlakabad Extension New Delhi 110019, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 1,00,000/- divided into10,000 equity shares of Rs. 10/- each and paid up share capital of the Company is Rs 1,00,000/- divided into 10,000/- equity shares of Rs. 10/- as per the Master Data Annexed.

The main objects of the company are to carry on the business of air- conditioning, heating, ventilation and refrigeration, engineers, consultants, suppliers etc.

The Respondent herein had issued Public notice bearing No. ROC/DEL/248/STK-5/2018/2912 dated on 18.06.2018.Consequently, its name was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018 (Company's name appearing at SI. No. 4945).

As per the notice of non-compliance of provisions of the Companies Act, 2013,the Appellant Company has not filed its Annual Returns and balance sheet for a period of financial years 2015-16, 2016-17, 2017-18 and 2018-19, thereby giving rise to the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of Section 248 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 brought forward the following documents about it being in operation and functional during the period of striking off:

i. The copies of Audited Financial Statements of the company for the period from F. Y. 2015-16, 2016-17, 2017-18 and 2018-19. The Balance Sheet as on 31.03.2019 reflects Current Assets in form of Cash and cash equivalents of Rs. 59,365/ and Trade Receivables of Rs. 31,12,144.29/--.Revenue from operation as on 31.03.2019 Rs.

ii. The Copy of the Bank Statements of the company in Kotak Mahindra Bank for the period of April 2016 to September 2019 showing various transaction details of the company and reflecting available balance of Rs. 47.095.19/-.

iii. Copies of the Income Tax Returns for the Assessment Year 2015-16 and 2019-20 along with Copies of the TDS form 26AS for the A.Y. 2016-2017, 2017-18 and 2018-19. The tax paid by the company for A.Y. 2019-2020 is NIL.

The ROC has filed its reply dated on 09.12.2019 in which it has been stated that the company has not filed its Annual Returns and Balance Sheet for the financial year 2016 to 2019 respectively, hence this office had a reasonable cause to believe that the company was considered for striking off from the Registrar of Companies. The petitioner to be directed to file all pending Annual Returns and Balance Sheets of the subject Company with the Registrar of Companies within time as specified by this Hon'ble Tribunal.

The Income Tax Department states that there are no objections with respect to the restoration of the company. Hence the restoration should be allowed.

The grounds contemplated under section 252 of Companies Act, 2013, are that the company was 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(1) further contemplates that one of the above three conditions are required to be satisfied before exercising jurisdiction to restore the company to its original name on the register of the Registrar of Companies.

The Appellant has submitted sufficient evidence of it being in operation during the period preceding strike off, therefore it could not be termed as a defunct company as per section 252 of the Act. The Appellant undertakes to comply with the provisions of the act after its restoration. 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 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 off 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 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.