Goldline Media Private Limited And Ors vs Registrar Of Companies, Nct Of Delhi And Haryana & Anr

Hemant Kumar Sarangi, Member (T)

The present appeal is filed by the Directors of M/s Goldline Media 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 notification no. ROC/DELHI/248(5)/STK-7/5071 and published on 01.09.2017 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 10.02.2005 with CIN U72312 DL2005 PTC 132874, having its registered office at A-72, IInd Florr, Opp.

Lordjrishna Bank, Main Road, Kalkaji, New Delhi â€" 110019, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 1,00,000/-divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(i) To carry on all or any of the business of CD replication multimedia animation, conversion BETA to CD, VETA to DVD, VHS to CD, VHS

to DVD, DVD to CD, CD to CD editing of videos, designing, printing & all types IIT solutions.

(ii) To carry on the business of exporters, importers, manufactures, assemblers, traders, distributers, agents of every kind of audio cassettes,

video cassettes, CD’s records, cassette tapes, projection, sound producing machines and organize.

(iii) To do the business of organizing entertainment shows, Event management, fashion shows, organizing fairs, releasing music albums,

advertising, to produce films and serials, to market serials and films, to do public relations for corporate and non-corporate sector.

(iv) To take on hire, lease, acquire, assign, organize and otherwise deal with copyright, trademark in respect of processing, production,

reproduction, distribution, exhibition, screening of all type of television films, programmes, serials, documentary, cultural and advertisement

films, new capsules, plays, drama, entertainment-cultural shows, audio-video albums, cassettes, CD’s and every kind of entertainment

diversion or instruction or media in India & abroad.

(v) To deal in and lease / hire out professional special effect and other machines of all description for video and cinema shooting.

(vi) And the other main objects.

The appellant further states that, 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 Company has not filed its Annual Returns and balance sheet for a period of

two immediately preceding financial years, thereby giving rise to the surmise that the company was not in operation, in pursuance of Public notice

STK â€" 5 dated 13.06.2017. Consequently, its name was struck off vide notice STK-7 dated 01.09.2017 by the Respondent from the Register of

Companies under Section 248 of the Companies Act, 2013, upon taking steps in accordance with law and issuing a notification in the Official Gazette.

The names of the affected companies were posted on its website.

The Appellant states that in pursuance of a purported Public Notice bearing No. ROC/DELHI/248/STK-5/2336 dated 13.06.2017, the Respondent

herein had issued notice bearing no. ROC/DELHI/248(5)/STK-7/5071 dated 01.09.2017, whereby name of 24280 companies have been struck off

w.e.f. 07.06.2017 from the Registrar of Companies. The name of the company is reflected at Sl. No. 8881 of the notice bearing No.

ROC/DELHI/248(5)/STK-7/5071 dated 01.09.2017. In view of the above notice, name of the company has been struck off from the Register of

Companies and the Company has been dissolved.

As per the notice of non-compliance of provision of the Companies Act, 2013, respondent company has not filed its Annual Returns and balance

sheet for a period of two immediately preceding financial years, 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 appellant has submitted that the financial statement upto the year ending 31.03.2013 along with other statutory documents were duly filed by

the Company with the ROC (duly reflecting in the Master Data of the Company). The company was active and was carrying out its business during

the period of striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of

Companies due to inadvertence on part of the management. The said facts are evident from the Bank Account statement of the Company for the

relevant period.

The Appellant has brought forward the following documents about it being in operation and functional during the period of striking off:

i. The copy of Bank Statements of the Company of HDFC Bank Limited for the period 23.02.2016 to 28.06.2017 showing various transaction details

of the company and reflecting closing balance of Rs. 3,45,418/- as on 28.06.2017.

ii. The copies of Audited Financial Statements of the company for the period from F. Y. 2015-16 & 2016-17. The Balance Sheet as on 31.03.2017

reflects Current Assets in the form of inventories of Rs. 6,16,483 and cash and Bank Balances of Rs. 13,56,822/-. Revenue from operation is Rs.

5,941,842/-. Other Income of Rs. 2,25,252/- and Employee Benefit Expenses of Rs. 10,391/-.

iii. The copies of Income Tax Returns for the assessment years 2015-16 to 2017-18. The tax paid by the company for A.Y. 2018-19 is Rs. NIL.

iv. The copies of Purchase Invoices of 02.03.2016 to 17.06.2016.

The ROC has filed its reply on 26.11.2018 in which it has been stated that the Company had not filed its Financial Statement since Financial Year

ended on 31.03.2014. However, the ROC further submits that the company was struck off by the office of Respondent, as neither the company was

carrying on any operation for a period of two immediately preceding financial years, in pursuance of Public notice STK â€" 5 dated 13.06.2017, nor it

obtained the status of a Dormant Company under Section 455 of the Companies Act, 2013.

The Income Tax Department has filed its reply on 27.02.2019 in which it has been submitted that the Company has filed its Income Tax Return

from the A. Y. 2007-08 to 2017-18. The Revenue further states that there are no pending cases against the Company and no cash deposits have been

made by the company in the period of demonetization.

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 Section 252(3) 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 that it has been in operation since incorporation and during the period preceding strike off,

therefore it could not be termed as defunct company as per section 252 of the Act. 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 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 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 appeal is disposed of accordingly.

Let the copy of the order be served to the parties.