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Judgment
,
Pradeep R. Sethi, Member (Technical)",
The present petition in Form No. NCLT No. 9 is filed by Ganga Lifesciences Private Limited, (â€C˜ompany’) under Section 252(3) ofthe",
Companies Act, 2013 (‘Act’) seeking restoration of the name of the Company in the Register of Companies. The master data of the Company",
is at Annexure-F of the petition. The CIN of the Company is U51900HR2013PTC049707. The Company was incorporated on 02.07.2013. The,
registered address is3G-12 NIT, Faridabad, Haryana-121001. Therefore, the matter lies within the territorial jurisdiction of this Tribunal.",
The petition is accompanied by affidavit verified by Smt. Rekha Chopra, Director and Shareholder of the Company (page 51 of the petition)",
authorized by Board Resolution dated 06.11.2018(Page 55 of the petition).,
The certificate of incorporation of the Company alongwith the Memorandum and Articles of Association is at Annexure-B of the petition. The,
authorized and issued capital of the company is stated to be Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10/- each. As per the Memorandum",
of Association, the main objects of the Company are as under:â€"",
“1. To carry on the business of trading, import & export of medical & surgical goods &equipments and medicines",
To manufacture, process, fabricate, assemble, service, lend, pack, repack, replace, repair, buy, sell, import, export, or otherwise deal in",
medical, surgical equipments and instruments, pharmaceuticals, Drugs, Formulates, Chemicals, Minerals, Polymers, General and special",
requirements of Hospitals, Institutions and clinics.",
To carry on the business of agents, sellers, buyers, importers, exporters and hirers of and dealers in articles or products mentioned",
above.,
To carry on the business of chemists, druggists, importers, and manufacturers of and dealers in pharmaceuticals, medicals, chemicals,",
industrial and other preparations and articles, compounds, drugs, and dealers in chemical, surgical and scientific apparatus and materials.",
To carry on the business of vialling, bottling, packing, repacking, and processing of capsules, syrups, tablets, injectables, aerosols and",
ointment.â€,
It is stated that the Registrar of Companies, NCT of Delhi & Haryana, (â€R˜OC’) struck off the name of the Company from the Register of",
Companies due to default in statutory compliance, namely, failure to file financial statements and annual returnsfor the financial year 2015-16 and",
2016-17. It is submitted that the notices, as required, under Section 248(1) of the Act, for STK-5were not received. The name of the Company is",
stated to be struck off from the Register of Companies as per notice in STK-7 dated 08.08.2018 (Annexure-Eof the petition) and the name of the,
Company is stated to be at Serial No. 7296 thereof.,
It is submitted that the Company is active since its incorporation and is a going concern; maintaining all requisite documentation; AGMs of the,
company were held at due dates; accounts of the Company were prepared, approved and adopted by the Board of Directors & Shareholders of the",
Petitioner Company from time to time and that due to lack of knowledge, non-receipt of professional guidance and oversight, the company could not",
file its requisite documents on time with the Registrar of Companies.,
By order dated 09.01.2019, notice of the petition was directed to be issued to the ROC as well as the Income Tax Department through the Nodal",
Officer, Principal Chief Commissioner of Income Tax, NWR, Aaykar Bhawan, Sector 17-E, Chandigarh. The affidavit of service was filed alongwith",
postal receipt and tracking report vide Diary No. 520 dated 01.02.2019, stating that the notices were sent to the two Authorities by speed post on",
21.01.2019.,
The ROC has filed the report vide Diary No. 19 dated 04.04.2019. It is stated that the Company had not filed its financial statement since financial,
year ended on 31.03.2016 due to which the ROC had reasonable cause to believe that the Company was inactive at the time of struck off and in,
terms of provisions of Section 248(5) of the Act, read with Rule 9 of the Companies (Removal of Names of Companies from the Register of",
Companies) Rules, 2016, the name of the Company was struck off from the Register of Companies, vide notice STK-7 dated 08.08.2018. It has been",
prayed that the Company may be directed to prove that it was carrying on business or was in operation at the time of strike off and that it is just that,
the name of the Company be restored to the Register; the company be directed to file the financial statements upto date; costs be awarded in favour,
of the ROC.,
The Income Tax Department has filed its report vide Diary No. 823 dated 18.02.2019 stating therein that no demand is outstanding and no,
proceedings are pending against the petitioner company. It has also been submitted that the interest of the revenue may be protected.,
We have carefully considered the submissions of the learned counsel for the Company and the Income Tax Department as well as the submissions,
on behalf of the ROC and have also perused the record.,
The relevant Section 252(3) of the Act is as follows:â€",
“(3) If a company, or any member or creditor or workman thereof feels aggrieved by the company having its name struck off from the",
register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of twenty years",
from the publication in the Official Gazette of the notice under sub-section (5) of section 248 may, if satisfied that the company was, at the",
time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the",
register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give",
such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as nearly,
as may be as if the name of the company had not been struck off from the register of companiesâ€,
The present petition is filed by the Company and is within the period of 20 years from publication in the Official Gazette of notice under Section,
248(5) of the Act. Therefore, the only issue requiring consideration is whether the Company was, at the time of its name being struck off, carrying on",
business or in operation or otherwise it is just that the name of the Company be restored to the registerof companies.,
The Company is stated to be engaged in the businessof carrying on the business of trading, import & export of medical surgical goods",
&equipments and medicines. The financial statements for financial year 2013-14 to 2017-18 have been filed as Annexure C of the petition. The year,
wise details of revenue from operations for the last 5 years as given in the petition is as follows:,
F. Year,Revenue Earned in (Rs.)
2013-14,"1,49,35,635.85
2014-15,"9,54,33,305.16
2015-16,"7,25,30,467.50
2016-17,"11,46,46,762.91
2017-18,"11,71,30,341.41