KS Forge Metal Pvt Ltd. And Ors. vs Registrar Of Companies And Ors.

Dr. Deepti Mukesh, J

The present appeal is filed by M/s K S Forge Metal Private Limited (for brevity the ‘Company’) through and by its directors, under Section

252(3) 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 bearing No. ROC/DELHI/248(5)/STK-7/5071 dated on 01.09.2017 by Registrar of Companies, the

respondent herein.

The Appellants state 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 03.04.1981 with CIN U27101 DL1981 PTC011539, having its registered office situated at F- 29, Kamla

Nagar, Kolhapur Road, Delhi North Delhi- 110007, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The issued, subscribed and

paid up share capital of the Company is Rs. 8,72,000/- divided into 87,200/- equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(i) To manufacture and sale, import and export and otherwise deal in all kinds of metal products including steel tube and pipes of all diameters and

shapes, sheets, plates, rods, ingots, strips/skelp. Bright Bars, wire, wire-nails, nut and bolts, screws, washers, rivets, tools, sections, sheet-metal articles

of all kinds, rolling stock and hardware articles.

(ii) To carry on the business of Metal-melters, Founders and manufactures, steel-makers, steel converters and to establish Furnaces (Arc or

Induction) steel re-rolling mills (Hot or Cold) and rollers including semi-furnished and finished products thereof and to manufacture metallurgical

products and other non- ferrous founders, metal and alloy makers and as refiners, galvanisers, mechanists, smiths welders, stainless-steel tubes, strips,

sheets and utensils.

(iii) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248/STK-5/2018/2336 dated 13.06.2017. Consequently, Appellant’s

name was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/5071 dated on 01.09.2017 (Company’s name appearing at Sl. No.

10413) whereby name of 24945 companies have been struck off w.e.f. 21.08.2017 from the Registrar of Companies.

As per the ROC, Appellant had not filed its Balance Sheets since Financial Year ended on 31.03.2016, thereby giving rise to the surmise that the

business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of Section 248 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 brought forward the following documents about it being in operation and functional during the period of striking off:

i. The copies of Audited Financial Statements of the company for the period from F. Y. 2004 to 2017. The Balance Sheet as on 31.03.2017 reflects

Assets in form of Tangible Assets of Rs. 81,450/-, Current Assets in form of Cash and cash equivalents of Rs. 2,91,267/- and Income from Non

Operating Activities of Rs. 4,00,000/-.

ii. The copies of Bank Statements of the Company in Canara Bank for the period 01.12.2012 to 31.08.2018 showing various transaction details of the

company and reflecting closing credit balance of Rs. 4,220/- as on 31.07.2017.

iii. Copy of Conveyance Deed executed on 24.11.1981, between M/s Kishan Lal Sat Narain, a partnership firm and M/s K S Forge Metal Private

Limited, for the land bearing plot No. 31, situated at Rajasthani Co-operative Industrial Estate Ltd., Rajasthan Udyog Nagar, G. T. Road, Village Pipal

Thala, Delhi.

iv. Copy of order dated 27.01.2020, passed in civil suit instituted by M/s K S Forge Metal Pvt. Ltd. against K.K. Aggarwal and Ors., bearing no.

609027 of 2016 before the Ld. ADJ, Tis Hazari Courts (West), New Delhi.

ROC has filed its reply on 02.04.2019 and stating that they have no objection if the name of company is restored in the Register of Companies,

subject to appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as

prescribed under the Companies Act, 2013.

The Income Tax Department has not filed any reply.

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 or 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(1) 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 during the period preceding strike off, therefore it could not be termed

as a 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 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 deserve 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 stands allowed and disposed of in the above terms.

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