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Judgment
This appeal is filed by the company, M/s GEE CEE EXIM Private Limited (for brevity the 'Company), through its Director, Mr. Rekha Mittal, and
along with its other Directors under Section 252(1) 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. ROCDEL/248(5)/STK-7/2879 by Registrar of Companies, the
respondent herein.
The company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of
Delhi and Haryana on 01.04.1997 having CIN U93000DL1997PTC086311.
The company is having registered office at DGO- 238, DLF Galleria Mall, Plot No. 01B DDA District Centre, Mayur Vihar Phase-I, Delhi-110002
Authorized share capital of the Company is Rs.5,00,000/ - divided into 50,000 equity shares of Rs. 10/- each and Paid up share capital of the
company is Rs. 1,02,200/- divided into 10,220 equity shares of Rs. 10/- each.
The main objects of the company are:
i. To carry on the business of establishing, trading, marketing, importing & Exporting running shopping center/complexes and deal in all kind of
consumer, industrial and commercial goods/ wares in India and abroad including importers, exporters, marketers, distributors, buyers, sellers' agents,
dealers and suppliers of metals (ferrous and nonferrous) cables conductors PVC raw materials, chemicals, electrical & electronics good, ...etc.
And other main objects.
As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements since
financial 2010, 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 have stated that the Registrar of Companies has issued notice dated 22.03.2017 under section 248(1) of the Act in the form of
STK-1. However, after receiving the notice the filing required document was undertaken by the company in response to Respondent's notice, but the
name of the company was struck off from the Register of Companies, during the same period.
The Appellants have further brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank Statement of company of Indian Overseas Bank, from 01.04.2010 to 31.03.2017, reflecting various transactions done by the
company during the period of striking off.
ii. The copies of financial statements of the company from 2013-14 up to 2015-16. The Balance Sheet as on 31.03.2016 reflects capital work in
progress of Rs. 3,58,73,406/- and revenue from operations in financial year 2016 of Rs. 6,68,000 /-
iii. The company has incurred employee benefit expense of Rs. 66,000/- for the financial year ending on 31.03.2016.
iv. The copies of Income Tax Returns filed for the assessment years 203-14 to 2015-16. The tax paid by the company in Assessment Year 2015-16 is
Rs. 10,889/- and refund due to the company is Rs. 10,890/-
v. The copy of Letter of Allotment of land admeasuring 3600 square meters on leasehold basis issued by Ministry of Commerce and Industry,
Government of India, to carry on the business of Manufacturing and export of goods from Noida Special Economic Zone, Noida Dadri road, Phase II,
Noida, UP dated 25.09.2007
vi. The copy of Letter of Authority dated 20.12.2016 issued by Noida Special Economic Zone, Ministry of Commerce and Industry, Government of
India to carry on the business of Manufacturing and export of goods.
It is further submitted by the Appellants 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. Thus, taking into consideration the provisions of Section 252(3) 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 Appellants 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 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 Appellants 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.