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Judgment
This appeal is filed by the directors of the company, Crest Agrofoods Limited, 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. ROC-
DEL/248(5)/STK-7/2879 by Registrar of Companies, the respondent herein.
The company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 22.12.1995 under the
provision of Companies Act, 1956 having CIN U15316DL1995PLC074882.
The company is having registered office at G-3, Lawrence Road Industrial Area, New Delhi-110035.
The authorized capital of the company is Rs.1,00,00,000/-which was divided into 2,00,000 Equity Shares of Rs. 50/- each and the paid up capital of
the company is Rs.79,07,000/-divided into 1,62,140/- Equity Shares of Rs. 50/- each.
The main objects of the company are:
a. To carry on the business of millers, manufacturers, sellers, buyers, importers, exporters, traders, dealers of and distributors of wheat, gram, rice,
vegetables oils, other grains and cereals, spices, fruits, dry fruits and all other kind of farm and food products of agro based industries and/or other by-
products.
And other main objectives.
As per the notice of non-compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements for the
last three 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 of the
Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
The appellants further submit that no notice under section 248(1) of the Act in the form of STK-1 was served on Company or any of the directors
before striking of the name of the company.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
a. The copy of Bank Statement of the company, issued by Indraprastha Sehkari Bank Ltd., Wazirpur Group Industrial Area, Delhi from 01.04.2008 to
12.09.2017 having closing balance of Rs. 38,706.00/- as on 12.09.2017 reflecting various transactions done by the company.
b. The copies of financial statements of the company for the financial years from 31.03.2011 to 31.03. 2017.The Balance sheet as on 31.03.2017
reflects fixed assets of Rs. 1,08,506/- in the form of shares and other securities of various companies and Loss of Rs. 79,52,538 /-. The copy of share
certificate is not available as the same was gutted in the fire occurred in the Corporate office of company on 24.04.2016. A copy of the fire related
document is annexed with the application.
c. The copies of Income Tax Returns filed for the assessment year 2007-08 to 2017-18. The tax paid by the company for A.Y. 2016-17 is NIL.
The appellants submit that they have never passed any resolution to enable them to apply to ROC and has never moved any application before the
Registrar of Companies, NCT of Delhi and Haryana to strike off the name of the company under sub section (2) of the Section 248 of the Companies
Act, 2013 in STK-2 form which is the prescribed form notified under the rules.
The appellants further submit that they have never filed any suo moto application either under Section 560 of the Companies Act, 1956 or under
Section 455 of the Companies Act, 2013 to obtain the status of a Dormant Company or under any EASY EXIT SCHEME to declare it as a defunct
company.
It is further submitted by the Appellant that company has never indulged itself in any illegal or unlawful activities and has never been used as a tool
or means for transacting tainted or black money during the de-monetization period.
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:
a. That the company at the time of its name was struck off was carrying on business.
b. Or it was in operation
c. 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 as per section 252 of the Act. 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 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 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 cost 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.