Manmohan Singh Anand vs Registrar Of Companies And Ors

Hemant Kumar Sarangi, Member (T)

The present appeal is filed by the Directors of M/s. Anand Synthetics Private Limited (for brevity the 'Company'), under Section 252 of the Companies Act, 1956 (for brevity 'the Act') against the order of striking off the name of the company passed by the respondent No. 2, under section 248 (1) of the Act, issued vide notification No. ROC / DELHI / 248(5) / STK-7 / 5071 and published on 01.09.2017 by Registrar of Companies, the respondent herein.

It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana under the Companies Act, 1956 on 21.03.1972 with CIN U17200 DL1972 PTC 006048, having its registered office at S-416, Greater Kailash, Part - 1, New Delhi - 110048, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 10,00,000/- divided into 1,00,000/- equity shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the Company is Rs. 1,00,400/- divided into 10,040/- equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(i) To manufacture and deal in all types of synthetics Fibres, man-made fibres, fibre intermediates of all types, grades and formulation and including polyster fibres, nylon, rayon, natural and synthetics textiles and textile materials of all kinds and for all purposes.

(ii) To carry on the business of spinners, doublers, and manufacturers of cotton, thread, silk, artificial silk, woolen, linen, flax, hemp, jute and other yarns and other fibrous material, and substances or any substitute for any of them, and to manufacture textile and other filaments, staple fibre and staple fibre yarn for textile manufacturing and industrial uses.

(iii) To gin, card, comb, scour, mix, cut, spin, process, twist, throw, reel, weave, knite, print, bleach, dye, or finish, synthetic filaments, fibre, staple fibre yarn, and to carry out operations of whatever kind and nature in relation thereto.

(iv) And the other main objects.

It is submitted by the appellant that a sweeping action was initiated by the ROC, at the instance of MCA, in striking off the names of several Companies, who had failed to file their Statutory Returns. The Appellant Company has not filed its Annual Returns and balance sheet for a period of two immediately preceding financial years, thereby giving rise to the surmise that the company was not in operation, in pursuance of Public notice STK - 5 dated 13.06.2017. Consequently, its name was struck off by the office of ROC vide STK-7 dated 01.09.2017 by the Respondent from the Register of Companies under Section 248 of the Companies Act, 2013, upon taking steps in accordance with law and issuing a notification in the Official Gazette. The names of the affected companies was posted on its website.

The Respondent No. 1 herein had issued purported Public notice bearing No. ROC/DELHI/248/STK-5/2336 dated 13.06.2017 had sought explanation from the company as to why its name should not be struck off from the register of companies, on account of not carrying on any business or operation for a period of two immediately preceding financial years and having not made any application within such period for obtaining the status of a dormant company under section 455 of the Companies Act, 2013 (Act).

Consequently, its name was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/5071 dated 01.09.2017 (name of the company is reflected at Sl. No. 1343), whereby name of 24280 companies have been struck off from the Registrar of Companies and the Company has been dissolved.

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 a period of two immediately preceding financial 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 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 facts about its contention of being in operation and functional during the period of striking off:

i. The copy of Sale Deed executed on 21.03.1975, a piece of land measuring 24 Kanals, 12 Marlas (bout 14,900 sq. yds.) situated at 04/2 mile stone, main Delhi Mahtura Road, Faridabad, in the Revenue Estate of Village Mewla, Maharajpur, Tehsil Ballabhgarh, District Gurgaon, Haryana.

ii. The copies of financial statements of the company for the financial years from 31.03.2007 to 31.03.2018. The Balance Sheet as on 31.03.2018 reflects Revenue from Operations as Rs. 0/-, Current Assets in form of Inventories as Rs. 0/-, Cash & Bank Equivalents as Rs. 0/- and also Employees Benefit Expenses as Rs. 0/-

The Income Tax Department has not filed any reply in spite of being given repeated opportunity to do the same. Hence, the present appeal is being decided in the absence of any reply from the Income Tax Department.

The grounds contemplated under section 252 of Companies Act, 2013, namely, that of the company carrying on business or was in operation at the time of striking off its name, and 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(3) further contemplates that one of the above 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.

When we apply the aforesaid statutory parameters to the facts of the present case the petitioner has not been able to demonstrate that at the time of strike off it was in fact carrying on business or it was in operation. It is a matter of record, that the Appellants has not filed its annual returns, financial statements or any other statutory returns for a period of two immediately preceding financial years thus we find that section 252(3) would not come to the rescue of the petitioner.

Records further reveals that despite being given an opportunity the Appellant Company did not produced Income Tax Returns and had not placed on record the original true copy of the audited Balance Sheet and Profit & Loss Account. Therefore, adverse view can be taken against Appellant. In the factual background it would fortify the view that the company has no business transaction and was not in operation since its inception.

As a sequel to the above discussion this petition fails and the same is dismissed.