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Judgment
This appeal is filed by the company, EECO Consultants Private Limited (for brevity the 'Company), through its shareholders Ms. Parminder Dogra
and Harmider Singh Dhaliwal, under Section 252(3) 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 read with Rule 7 of Companies (Removal of Names of Companies from the
Register of Companies) Rules, 2016 published on 30.06.2017 vide notification no. ROC-DEL/248(5)/STK-7/2879 by Registrar of Companies, the
respondent herein.
The company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 08.08.2012 under the
provision of Companies Act, 1956 having CIN U74140DL2012PTC240017.
The company is having registered office at 210, Vikas Surya Tower, Plot No. 7, Sector-12, Dwarka, New Delhi-110093.
Authorized capital of the Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs.10/- each and issued, subscribed and paid up capital of
Rs.1,00,000/- fully subscribed divided into divided into 10,000 Equity Shares of Rs.10/- each.
The main objects of the company are:
To carry on the business as consultants and advisors in civil, structural, electrical, mechanical and metallurgical and all branches of engineering and
any other allied business and industry of nature whatsoever.
And other main objects.
As per the notice of non- compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements since
incorporation, the name of the company was struck off in terms of provision of Section 248(1) 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 appellants further submit that no notice under section 248(1) of the Act in the form of STK-1 was served on Company or any of the directors
or any person on their behalf before striking of the name of the company.
Without going into controversy of legality of striking off and in order to expedite the restoration of the name of the company on the Roll of the ROC
portal the Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of financial statements of the company for the financial year from 2012-13 to 2016-17 reflecting profit of Rs. 9,85,132,76/- on 31.03.2017.
The balance sheet as on 31.03.2017 also reflects fixed assets of total value amounting to Rs. 14,48,944.61/-
ii. The copy of Bank Statement of the company, issued by Punjab National Bank, from 05.11.2012 to 09.11.2017, reflecting various regular
transactions done by the company, during the period of striking off, having closing balance of Rs. 17,09,055.10/-.
iii. The company has incurred employee benefit expense to the tune of Rs.60,40,630/- for the financial year 2016-17 for twenty-five employees,
supported with the copy of return and challan of EPFO having establishment ID PBCHD1501006000 dated 22.08.2017.
iv. The copies of Income Tax Returns filed for the assessment year 2012-13 to 2017-18. The tax paid by the company for A.Y. 2017-18 is Rs.
4,74,490/- and refund for the same period is Rs. 14,06,990/-
v. The copy of VAT Registration certificate having TIN 03202122788 issued under Punjab VAT Act, 2005 on 28.07.2015.
vi. The copy of GST certificate having GSTIN03AADCE1528K1ZX issued on 20.09.2017.
vii. The copy of Import Export Code having IEC ID No. 0513089918 allotted as on 11.03.2014.
It is further submitted by the Appellant that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of
Delhi and Haryana was due to inadvertence on part of the management and due to lack of professional guidance and as such there was no wilful or
mala-fide motive behind non-filing of the Financial Statements and Annual returns.
The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was
carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional
fees.
The Income Tax Department has submitted in its report that there is no outstanding demand against the Assesse and has no objection if the
company is considered for revival.
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 Registrar of Companies 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.