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Judgment
This Appeal has been filed by Future Technotech Pvt. Ltd 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.
As per the averments, Future Technotech Pvt. Ltd was incorporated on 09.02.2012 and has its registered office at M-173, Sector-3 Bawana
Industrial Area, North West Delhi, Delhi-110039 having CIN No. U31908DL2012P1C231290 within the jurisdiction of this Tribunal. The business of
the Appellant company is in the field of manufacturing, trading, importers and exporters of solar photovoltaic systems, solar water heating systems,
solar water heating systems and other non-renewable energy products.
A sweeping action was initiated by the RoC at the instance of MCA in striking off the names of several Companies who had failed to file their
Statutory Returns. The appellant submitted that there had been an inadvertent failure on part of the senior officials entrusted to ensure compliance of
filing the Annual Returns and Financial Statements for the F.Y 2012-13 to F.Y 2016-17, 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 vide notification dated 30.06.2017.
The appellant submits that it has been in continuous business operation, has been regular in filing of its income tax returns with the competent
authorities for the A.Y 2016-17, A.Y 2017-18 & A.Y 2018-19 and has certain assets which necessitiate restoration of its name in the record of ROC.
In order to corroborate this submission the appellant has placed before us the following evidence:
Copy of Audited Balance Sheet reflecting revenue from operations for the Financial years ending 31st March, 2017 as Rs.28,03,968/-. It has current
assets including inventories, trade reciveables and cash and cash equivalents and current liabilities including short term borrowings and trade payables.
Copy of the IT Returns filed prior to being struck off.
Copy of Bank Statement issued by Kotak Mahindra Bank also placed on record showing operation in their account and a credit balance.
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 it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its
Register.
The appellant has been able to satisfy this Bench that it has certain assets which necessitate and justify restoration of its name in the Register of
Companies. 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.