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Judgment
The present appeal is filed by Ms. Rajni Sagoo (Director) & Shareholder) and Ms. Manju Gupta (shareholder) of First class International 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 bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on
29.10.2018 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 and
Haryana under the Companies Act, 1956 on 23.02.2012 with CIN U51909DL2012PTC231937,having its registered office at at-G5 Ground Floor, I-1-2
Apra North Ex Plaza, Netaji Subash Palace, Delhi -110034,within the jurisdiction of this Tribunal.
The Authorized Share Capital of the company is Rs. 80,000/- and paid up share capital of the Company is Rs. 72, 500/- as per the Master Data.
The main objects of the company is to establish and carryon the business of importing, exporting , buying, selling, marketing, trading, suppliers,
government suppliers, distributorship, agency, brokers, factors, stockiest, commission agents, C&F agent and dealers of all types of Galvanized Pipes,
mild steel tubes, PVC pipes iron & PVC pipe fitting & other accessories & sanitary items, all types of consumer products such as engineering goods,
all types of electronic goods producing T.V. (B&W), coloured, refrigeration air-conditioners, computer and its accessories, hardware goods, machine
tools, hand tools, small tools, locks.
The Respondent herein had issued Public notice bearing No. ROC/DEL1-11/248(1)/STK-7/6217 dated on 29.10.2018.Consequently, its name was
struck off vide notice bearing ROC-DEL/248(1)/STK5/2019/3789 dated 09.08.2019(Company's name appearing at S. No. 8114).
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 2016-17, 2017-18 & 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, 2017-1.8 and 2018-19. The Balance Sheet
as on 31.03.2019 reflects Fixed Assets of Rs. 135.571.50 /-. Current Assets in form of trade receivables of Rs. 76,284.588.59/-, Cash and cash
equivalents of Rs. 339,491.21/-.Revenue from operation as on 31.03.2019 Rs. 89,420,409.73 /-.
ii. The Copy of the Bank Statements of the company in Axis Bank for the period of April 2016 to March 2019 and IndusInd Bank for the period of
April 2018 to March 20.1.9showing various transaction details of the company.
iii. Copies of the Income Tax Returns for the Assessment Year 2017-18 and 2018-19, 2019-20. The tax paid by the company for A.Y. 2019-2020 is
Rs. 6860/-.
The ROC has filed its reply dated on 09.11.2020 in which it has been stated that the company to file all pending Annual Returns and balance sheets.
The ROC further submits that the company was struck off by the office of ROC, as the company was not carrying on any operations for a period of
two immediately preceding financial years (as indicated by non-filing of the financial statements of the Company for two or more years). Moreover,
the Company had not obtained the status of a Dormant Company under Section 455 of the Companies Act, 20 13.
The Income Tax Department submitted 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 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 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 disposed of accordingly.
Let the copy of the order be served to the parties.