Mayuri Herbalcare Private Limited vs Registrar of Companies, Mumbai

Shyam Babu Gautam, Member (Technical)

This present Appeal has been filed under Section 252(3) of The Companies Act, 2013 through its Director Mr. Sachin Ajmera, of the Company seeking restoration of the name of the Company in the Register of Companies maintained by the Respondent.

The Appellant submits that the Company has been incorporated on 22.06.2010 to carry out the following objects:

"To carry on the business as manufacturers, buyers, seller, importers, exporters, agents, brokers, commission agents, forwarding agents, dearing agents, distributors, ware housemen, merchants, traders, sales organizers, representative of Heena, herbals, mehandi, hair dyes, beauty products, mutritions, hair oil and other herbal and ayurvedic products,......".

The Company failed to file its Financial Statements and Annual Returns for Five years from the Financial Years 2015-2016 to 2019-2020.

Further it is stated that the company has been active since incorporation and has also been maintaining all the requisite documentation, as per the provisions of the Companies Act, 2013. And the Company was filing the Income Tax Returns, the Income Tax Return Acknowledgement for the Assessment Year 2019-2020 is annexed herewith.

The Respondent, Registrar of Companies submitted his Affidavit in reply on 25.09.2020 explaining the following sequence of events leading to the striking off the name of the Company:

(a) The Respondent issued Notice in Form STK-1 to the Company and its Directors informing his intention to strike off the name of the Company and requesting them to submit within thirty days a cause contrary to the said action.

(b) Further, as required under Rule 7 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 the name of the Company was published on the website maintained by the Ministry vide STK-5 dated 19.07.2018. Notices were also issued to the Company and its Directors concerned so as to receive their objections against the proposed action.

(c) In addition, the name was also published in the Official Gazette on 04.08.2018 and in leading English newspaper "Times of India" and a widely circulated Marathi newspaper "Maharashtra Times" on 21.07.2018.

(d) In the absence of any representation against the proposed strike off action, the Respondent struck off the name of the Company on 11.09.2018 and the dissolution order was published on the website of the Ministry vide STK-7 on 12.09.2018.

Upon perusal of the audited accounts submitted by the Petitioner Company, the Bench observed that the Company is in operation. The Company has Fixed Assets of Rs. 27,66,218/-, Long-Term loans and advances of Rs. 9,64,440/-, Inventory of Rs. 12,10,100/-, Trade receivable of Rs. 1,75,80,957/-, Cash and cash equivalents of Rs. 21,21,017/-, Short Terms Loans and Advances of Rs. 71,59,932/-, Long Term Borrowings of Rs. 10,00,000/-, Trade payables of Rs. 2,52,13,068/- and Revenue from operations of Rs.7,16,72,650/-, Employee Benefits Expenses of Rs. 68,79,090/-, Profit for the period of Rs. 1,91,383/- for year ended 31.03.2019. The Company has Fixed Assets of Rs. 19,34,662/-, Long-Term loans and advances of Rs. 9,64,440/-, Inventory of Rs. 58,32,963/-, Trade receivable of Rs. 93,95,678/-, Cash and cash equivalents of Rs. 33,01,826/-, Short Terms Loans and Advances of Rs. 34,65,452/-, Long Term Borrowings Nil, Trade payables of Rs. 1,46,02,882/-, and Revenue from operations of Rs. 5,72,16,933/-, Employee Benefits Expenses of Rs. 51,62,214/-, Profit for the period of Rs. 2,32,528/- for year ended 31.03.2018.

The Appellant intend to continue its business operations. Therefore, in the interest of justice the name of the Company may be restored in the Register of Companies maintained by the Respondent.

Given the above facts and circumstances, we are satisfied that the relief sought by the Company deserves to be allowed.

ORDER

The appeal be and the same is allowed. The impugned order dated 12.09.2018, striking off the Company's name, is set aside. The prayer for restoration of the Company in the register of companies is allowed. The name of the Company be restored in the Respondent's Register of Companies, subject to the following.

i. The Appellant shall within two months hence file all the pending financial statements and annual and statutory returns with the Respondent as required under the Act and Rules made thereunder.

ii. The Appellant shall within 30 days deliver a certified copy of this order and pay a sum of ₹.1,25,000/- (Rupees One Lakh Twenty-five Thousand only) towards costs to the Respondent.

iii. Upon compliance, the Respondent on receipt of the Order shall in his official name and stamp publish the order in the official gazette and restore the name of the Company in the register of companies forthwith.

iv. The Order however shall not fetter the authority of the RoC to take appropriate action against the Company for any other violation either prior to 12.09.2018 or in the interregnum.

v. Needless to say, failure to comply with any of the above conditions would nullify the effect of this order.