Manbhav Investments Private Limited vs Registrar Of Companies

This is an Appeal/ Petition which has been preferred u/s 252 of the Companies Act, 2013 by the Petitioner Company in relation to an order of striking off the name of the Petitioner Company passed on 30.6.2017 under the provisions of Section 248(5) of the Companies Act, 2013.

Ld. Counsel for the Petitioner represents that the Petitioner Company was incorporated on 08.04.1994. under the provisions of Companies Act, 1956 and has its registered office at 210, Shahpuria Tirath Singh Tower, C-58, Janakpuri New Delhi 110058, India. The Company is engaged in the business of an investment company and to underwrite, subunderwrite, to invest in, acquire and hold, sell, buy, transfer or otherwise deal in shares, debentures, stocks, bonds, units issued and guaranteed by any company, corporation, firm or person, whether incorporated, established in India or elsewhere and has been carrying on the said business even as of today.

It is submitted by the Ld. Counsel that the company or any of its directors, never had any knowledge, whatsoever of the public notice been issued by the registrar of companies for striking off, the name of the Petitioner company from the register as maintained by the ROC has been struck off in the meanwhile on and from 30.06.2017 and in view of demonstration of continued operation of the Company over the past several years and presently too it will seriously prejudice the interest of the Company and the Petitioner and that taking into consideration the compliances made by the Petitioner in relation to other statutory authorities and since no one will be prejudiced if the Appeal is allowed, but on the other hand, the interest of all concerned including shareholders/creditors, employees of the Company will be seriously affected if the appeal is not allowed and the name of the company in the register of the ROC is not restored and hence this appeal.

Upon notice to the Respondent, ROC has filed its reply to the above said Appeal dated 23.5.2018 and has stated as follows -

a) The Company may kindly be directed to prove that it was carrying on business or was in operation and that it is just that the name of the company be restored to the register.

b) The company may kindly be directed to file the financial statements up to date in case if the prayer is granted.

c) Any such order which this Hon'ble Tribunal may deem fit and proper.

Upon notice ordered to the Income Tax Department, the Revenue has filed its report dated 13.09.2018 and upon consideration of the Appeal, it is observed it has brought forth the filing of Income Tax Returns & Tax dues as follows-

Detail of ITR filed

Date of Filing

2001-02

3.10.2001

2002-03

30.10.2002

2003-04

26.3.2004

2004-05

24.3.2006

2006-07

22.3.2006

2007-08

28.3.2008

2008-09

30.09.2008

2009-10

29.9.2009

2010-11

30.9.2010

2011-12

30.9.2011

2012-13

26.9.2012

We have considered the plea of the Petitioner on the one hand and the Respondent/RoC as well as the representations of Income Tax Department to whom notice was issued under the directions of this Tribunal. It is evident from the plea of the Petitioner that the Petitioner has not questioned the process undertaken by the RoC in striking off the name of the Petitioner Company as envisaged under Section 248 of the Companies Act, 2013 read with attendant Rules. However, the Petitioner is seeking for the purpose of restoration of its name in the register as maintained by RoC is relying on the ground that the Petitioner as of date is carrying on the business for which it was incorporated and it is in operation and in the circumstances, it is just that the name of the Company should be restored on the register of RoC as maintained by the Respondent.

As submitted by the Ld. Counsel for the Petitioner company, it has been functioning during the period when the name of the company was struck off. However, even though it will not absolve the Appellant/ Petitioner from filing the necessary returns and documents and adhere to the provisions of Companies Act, 2013 as an onus is placed on the Appellant/ Petitioner to strictly comply with the provisions of Companies Act, 2013 without any let, in the instant case the Petitioner has demonstrated mitigating circumstances. Thus, taking into consideration the provisions of Section 252 of the Companies Act, 2013. The ROC concerned is directed to restore the name of the company to the Register of Companies subject to filing of the pending Annual returns and Balance Sheets within six weeks. Fine of Rs. 25,000/- is imposed on applicant company, which shall be reimbursed to the office of the ROC for incurring the expenses for restoration of the name of the company to the register. An affidavit shall also be filed by the applicant company declaring that during note ban the account of the company were not used for deposit of tainted money.

The Appeal is disposed of accordingly.