KKGA Consultancy Pvt vs Ltd Registrar Of Companies

Atul Chaturvedi, Member (Technical)

The present Petition has been filed by Appellant Company under Section 252(3) of the Companies Act, 2013 for restoration of name of the struck off company in the register of companies, maintained in the office of the Registrar of Companies, NCT of Delhi and Haryana. It is stated that the company ‘M/s. KKGA Consultancy Private Limited’ was incorporated on 19.02.2014 and the name of the Company was struck off on 08.08.2018 by the RoC.

That as per records °available on MCA-21 the company has not submitted any annual return and Balance sheet since incorporation, before it was considered to be struck off. Moreover, no subsequent documents had been filed by the company with the RoC to obtain the status of a "Dormant Company" under Section 455 of the Companies Act, 2013. Hence, there was reasonable cause by RoC to believe that the company was not in operation, and therefore, the name of the company was considered for striking off from the Register of Companies. It is contended that the reason given by RoC for striking the name of the company is that the Company was not carrying on any operations for a period of two immediately preceding financial years (as indicated by non-filing of the financial statements of the Company for two or more years and also non-filing of the income tax return and Company has not submitted Bank Statement). Income Tax Department had submitted its report. The Income Tax Department has made an observation that a demand of Rs. 8,100/- is due. Ld. Counsel for the Appellant undertakes to pay the demand in the event the Company is restored.

Notice was issued to the Registrar of Companies, NCT of New Delhi and Haryana. The Registrar of Companies has submitted a report. It was stated in the report that only after compliance with the requirements to be met under Section 248 of the Companies Act, 2013, the Registrar of Companies has struck off the company's name from the register.

RoC has not objected to this application for restoration of the name of the company.

Appellant has stated that they are a running Company in the business of engineering services. The Company as per their application has filed its income tax return till the year 2017-2018. The Appellant has further stated that though presently the company is not doing very well in business but it had earned goodwill and hopes to start its business again and encash its goodwill earned during the previous years. Thus, on perusal of the application, we are satisfied that the name of the company should be restored to the register.

Thus, taking into consideration the provisions of section 252 of the Companies Act, 2013, which vests this Tribunal with a discretion where the Company, whose name has been struck off, and if such Company is able to demonstrate that it is just and equitable to do so, can restore the name of the Company, in the Register and in the interest of all stakeholders, including the Appellant itself.

Accordingly, the present petition is allowed on the following terms: -

a. The Registrar of Companies, NCT of Delhi and Haryana the respondent herein is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from ‘struck off’ to ‘Active’.

b. The Petitioner Company is directed to file all pending statutory documents including Annual Accounts and Annual returns along with the prescribed fee and additional fee as decided by Registrar of Companies, NCT of Delhi and Haryana within 45 days from the date on which its name is restored on the register of companies maintained by the Registrar of Companies, NCT of Delhi and Haryana.

c. The restoration of the Company’s name is also subject to the payment of the cost of ₹50,000/- (Rupees Fifty thousand only) through online payment in www.mca.gov.in under miscellaneous fee by mentioning particulars as “Payment of cost for restoration of the company pursuant to orders of NCLT in C. Appeal No. 52/252/ND/2021.”

d. The petitioner is directed to deliver a certified copy of this order with the Registrar of Companies, NCT of Delhi and Haryana within thirty days of the receipt of this order.

e. On such delivery and after due compliance with the above directions, the Registrar of Companies, NCT of Delhi and Haryana is directed to publish the order in the Official Gazette under his office name and seal.

f. This order is confined to the violations, which ultimately led to the impugned action of striking off the name of the Company, and it will not come in the way of the Registrar of Companies, NCT of Delhi and Haryana to take appropriate action(s) in accordance with law, for any other violations/offences, if any, committed by the petitioner company prior to or during the period the name of the Company remained struck off.

The Company Appeal No. 52/252/ND/2021 stands allowed and is accordingly disposed of.

The Registry is directed to send e-mail copies of the order forthwith to all the parties inclusive of the Counsel.

Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.