DEXT Parental Pvt. Ltd. vs Registrar Of Companies And Anr.

The appellant company M/s Dext Parental Private Limited (for brevity ""the company"") through its Director Mr. Pawan Kumar Thapar has filed this

appeal under section 252 of the Companies Act, 2013 (hereinafter called as 'the Act') against the order of the Registrar of Companies (ROC), NCT

of Delhi and Haryana dated 07.06.2017. The order mentioning the name of the Company at Serial No. 5181 with CIN No.

U24231DL1993PTC055978 was duly published in Official Gazette on 30.06.2017. The name of the company has been struck off from the Register of

Companies maintained by the respondent ROC, under section 248(5) of the Act read with Rule 7 and Rule 9 of Companies (Removal of Name of the

Companies from the Register of the Companies) Rules, 2016.

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

09.11.1993, under the Companies Act, 1956 having CIN U24231DL1993PTC055978.

The registered office of the company M/s Dext Parental Private Limited is situated at B-325, New Friends Colony, New Delhi110037.

The authorized share capital of the company at the time of incorporation was Rs.10,00,000/- and paid up capital of the company was Rs.200/-

which was subsequently raised during 1994 to 1999 to Rs.50,00,000/- with the paid-up share capital was raised to Rs.50,00,000/-.

The main objects of the company are:

a) To manufacture, produce, refine, process formulate, develop, buy, sell, export, import or otherwise deal in all types of glucose, bulk basic or other

drugs, vitamins, calcium, pharmaceuticals, antibiotics, herbals, bacteriological and biological products and preparations.

And other main objects.

It is stated by the Appellant that neither the company nor the any of the directors of the company or any person on its behalf have ever received

any notice of the intention of the respondent to strike- off its name from the register of companies.

The Appellant has produced the following documents and records in support of their case showing that the Company was in operation during the

striking off period and is functioning and having business activities till date:

a) The company has filed the statutory income tax returns till financial year 2017-18. The company has paid the tax to the tune of Rs. 23000 /-.

b) The Company has been carrying out day to day business, preparing annual accounts and holding its board meetings, general meetings of

shareholders as and when required and maintained proper records, registers as per law, as per claim of the appellant.

c) The Profit & Loss Accounts of the Company & Balance sheets have been duly audited by the Statutory Auditors of the Company. All the

necessary documents including the Balance Sheet, Audit Report and Profit and Loss Accounts from year 2013-14 to 2016-17. The audited balance

sheet for the year 2016-17 of the company reflects that the company has made the profit of Rs. 78,922/-.

The non-compliance in terms of filing of statutory documents with ROC was unintentional and not with any ulterior motives and is not of such a

nature as to prejudice the interest of the creditors/ shareholders and/or public at large and it is just and equitable that the revival and restoration of the

name of the company be allowed by this Tribunal.

The ROC has made averment that the company has not filed its Annual Return and Balance Sheet since incorporation.

In reply to the averment made by the ROC, the Appellant argued that the company had raised its Authorized share capital in the year 1994 from

Rs. 10,00,000/- to Rs.30,00,000/ - and deposited Form 5 for effecting the increase of the share capital in MCA master data with the ROC vide receipt

no. 16531 dated 06.06.1994. thereafter in the year 1996 the petitioner company deposited Form 5 to effect the increase in its paid-up share capital

from Rs. 30,00,000/- to Rs. 50,00,000/- and paid the necessary fee vide Demand Draft number 605942 sent via registered post on 27.02.1996 bearing

receipt number 200. But, inspite of repeated requests made with the ROC, the master data could not be updated resulting into inability of the company

to file its statutory documents inspite of bonafide and true intention of the petition company to file the Annual Return and Financial Statements. The

appellant accept the incident of nonfiling of Financial Statements and Annual Return owing to the non-updating of the master data of the company and

the lack of professional guidance to deal with the subject matter. The same concern was raised before ROC vide letter dated 11.04.2012 which is

available in the e-registry of MCA21 portal.

The ROC further submitted that due to technical clinch, there was failure on their part to update the master data but has also opined that subject to

the compliance of section 252 of the Act , chance be given to the company for proving that the company being in business, and was operative during

the period of striking off, the company may be allowed to be restored.

IT Department has filed the reply and no dues are payable and regular Tax Returns are filed till 2017-18.

From the records submitted by the appellant as narrated above it is proved that the company was carrying on the business and it was in operation.

Hence, the objections raised by ROC is satisfied. The Income Tax Return placed on record has confirmed that the returns have been regularly filed

by the company till year 2017-18.

The appellant has also submitted that in the event of revival and restoration of the name of the company in the Register maintained by the ROC

respondent, the company shall file all outstanding statutory documents with filing fees and the additional fees, as applicable on the date of actual filing

along with a certified copy of order of this Honble Tribunal for restoration of the name of the company.

The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its

original name on the register of the ROC namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

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

company as per section 252(3) of the Act. Thus, taking into consideration the provisions of Section 252(5) 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.