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Judgment
This Appeal has been filed by Delhi Provincial Motor Transport Union Congress, Limited, a company incorporated u/s 8 of the Companies Act,
2013 C1N: U6023DL1980PLC002435, invoking the provision of section 252 of the Companies Act, 2013 for restoration of the name of the appellant
company in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana.
As per the averments Delhi Provincial Motor Transport Union Congress Limited was incorporated on 01.01.1980 and has its registered office at
11-12, Gokhle Market, New Delhi-110045 within the jurisdiction of this Tribunal. The main object of Company is to carry on the business of motor
transport by reducing and eliminating unfair competition.
A sweeping action was initiated by the RoC at the instance of MCA in striking of the names of several Companies who had failed to file their
Statutory Returns. The appellant had failed to file its Annual Returns and Financial Statements after Financial Year Ending 31.03.2015 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, upon taking steps in accordance with law and issuing a notification in the Official
Gazette. The names of the affected companies were posted on its website.
The appellant company admits its default in carrying out the statutory compliances but submits that the same was due to lack of professional
guidance, inadvertence & oversight.
In order to corroborate its operation of being Transport Union the petitioner has placed before us the following evidence:
I. Various written communication on behalf of its members with Ministry of Road Transport &Highway & State Transport Authorities.
II. Copy of Audited Balance Sheet of the appellant company reflecting Other Long Term Liabilities which for the year ending 31st March 2017 was
Rs.8,60,336/- It also has Cash & Cash equivalents.
III. Copy of Bank Statement issued by State Bank of India showing various business transactions.
IV. Copy of Fixed Deposit receipts issued by the Bank.
V. Copy of the Telephone as Electricity bill in the name of the company.
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 in the opinion of the Tribunal it is considered just and equitable to restore the name of the company in the Register of Companies, it may direct
the Roe to restore the name in its Register.
The case of the appellant is covered by a catena of judgments where restoration has been duly allowed. As per the law laid down, a chance should
be given to the company, its members and creditors to revive the company, giving them the opportunity of carrying on the business if the court is
satisfied that such restoration is necessary in the interest of justice.
A perusal of the documents referred to in paragraph 5 above, reflects that the appellant has certain assets which necessitate restoration of its name
in the Register of Companies. The assumption of Roe that the company was not in operation was merely on grounds of non-filing of the Statutory
Returns. The Act itself provides for redressal of these defaults. 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 petition is allowed subject to payment of costs of Rs. 25,000/- to the Prime Minister Relief Fund. The restoration of the petitioner
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 company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name of the company had not been
struck off.
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 petition is disposed of accordingly.
Let the copy of the order be served to the parties.