Gopalji Cement Private Limited And Ors vs Registrar Of Companies

L.N. Gupta, Member (T)

This Appeal has been preferred by M/s. Gopalji Cement Private Limited and one of its Ex-Director Sh. Pradeep Satya invoking the provision of Section 252 of the Companies Act, 2013 for restoration of the name of the Company M/s. Gopalji Cement Private Limited in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana.

As per the averments, M/s. Gopalji Cement Private Limited was incorporated on 17.07.2009 with its registered office at 246A/2, Hansapuri Road, Rampura, Delhi-110035 having CIN No. U26900DL2009PTC192300 within the jurisdiction of this Tribunal. The Company was engaged in the business of cement, lime and limestone as agents, producers, refiners etc.

It is submitted by the Appellants that a sweeping action was initiated by the RoC at the instance of MCA in striking of the names of several Companies, who had failed to file their statutory returns. The Appellant had failed to file its Annual Returns and Financial Statements after the year ending 31.03.2016, 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 their Register of Companies under Section 248 of the Companies Act, 2013 on 29.10.2019. The Appellants admit their default in carrying out the statutory compliances but submits that the same was due to lack of professional guidance, inadvertence and oversight.

It is averred by the Appellants that:

"The Appellants submits that the annual turnover of the Appellant Company, as per the Audited Balance Sheet, for the Financial Years, 2015-16, 2016-17 and 2017-18 was Rs. 2,86,83,121, Rs. 3,34,50,070 and Rs. 2,06,91,093 respectively and it is needless to say that Company was very much active and doing business and showing remarkable sales during the mentioned years. A copy of the audited Balance Sheet and Profit and Loss Statements for the FY 2015-16, 2016-17 and 2017-18 of the Appellant Company is annexed.........."

The Appellants submit that it has certain assets and liabilities, which necessitate restoration of its name on the records of RoC. In order to corroborate this submission, the Appellants have placed the following evidence:

I. Copy of the GST Returns for the year 2017-18 to 2019-20.

II. Copy of the Income Tax Returns filed from A.Y. 2016-17 to A.Y. 2018-2019.

III. Copy of Bank Statement from 01.01.2016 to 31.03.2019 issued by Axis Bank and Bank Statement from 1.04.2018 to 05.12.2019 issued by Yes Bank

IV. Copy of GST Registration Certificate dated 16.07.2018

That the Income Tax Department has not filed its reply despite several opportunities.

During the course of arguments, AROC representing the ROC did not raise any objection and submitted that the Company be directed to file its Financial statements up-to-date.

The provisions pertaining to restoration of the name of the Company are provided in the 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 Register of Companies, the Tribunal may direct the RoC to restore the name in its Register.

That the Appellant Company by way of submission of its documents namely, Bank Statements and GST Returns has been able to satisfy this bench that it was in Operation and was carrying out its business at the time when its name was struck off from the register of RoC.

Accordingly, the Appeal is allowed subject to payment of costs of Rs. 25,000 to the Prime Minister Relief Fund. The restoration of the Appellant 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 respondents for the late filing of statutory returns. The name of the Appellant 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 consequently effects within one week of compliance by the Appellant.

The Appeal is disposed off accordingly.

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