AI Structured Summary
Not yet generated for this judgment
Judgment
This appeal is filed by the company through its director, Mr. Rakesh Kumar, 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 read with Rule 7 of Companies
(Removal of Names of Companies from the Register of Companies) Rules, 2016 published on 30.06.2017 vide notification no. ROC-DEL/248(5)/
STK-7/2879 by Registrar of Companies, the respondent herein.
The appellant company, Medicores Homeopathic Laboratory Private Limited, (for brevity the Company') is incorporated as a Private Limited
Company with the Registrar of Companies, NCT of Delhi and Haryana on 14.10.2008 under the Companies Act, 1956 having CIN
U24232DL2008PTC184238.
The company is having registered office at P-284, Mohan Garden, Uttam Nagar, New Delhi-110059.
The authorized share capital of the company as on March 31st 2017 is Rs. 5,00,000/- divided into 50,000 equity shares of Rs.10/- each and Issued,
Subscribed and Paid up share capital is Rs.50,00,00/- divided into 50,000 equity shares of Rs.10/- each fully subscribed.
The main objects of the company are:
a. To carry on the business of manufacturing, trading, marketing of Homeopathic medicines & formulations thereof of all types & description.
And others.
The appellant submit that the professionals engaged by the company to ensure compliances has failed to file its Balance Sheet and Annual Returns
with Registrar of Companies for Financial Year 2014, 2015 and 2016 for which company has received notice in Form No. STK-1 from the Registrar
of Companies. Further it is stated that the company could not reply to the said notice as the Director of the company was outside Delhi and hence no
responsible person was available for taking appropriate steps, consequent to this the name of the company has been struck off vide notice under
section 248(5) from the register of companies on 07.06.2017.
The appellant submits that due to non-compliance of the provisions of the Companies Act, 2013, in respect of filing Annual Returns and Financial
Statements the name of the company was struck off by the Registrar of Companies with effect from 07.06.2017.
The appellant has further submitted that the company started facing financial difficulties in performing business resulting into cash crises. Due to
this attention of the management of the company got diverted in business activities and there was lack of attention towards statutory compliances.
However, the Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
a. The copies of the Financial Statement for the financial years ending from 2014 to 2017. The company has incurred loss in the financial year 2016-
17.
b. The copies of the Income Tax Returns for Assessment Years 2014-15 to 2017-18.
c. The copies of the VAT Returns in Form-R1 having VAT Reference no. RF17103160177850 for the year 2015 to 2018. The Tax paid for the first
quarter (April-June) in the year 2017-18 is Rs. 4,548.71/-.
d. The copies of the bank statement of the company from the year 2015 to 2017 showing balance of around Rs. 1,55,114.62/- as on 03.11.2017 with
various transaction details of the company.
It is further submitted by the Appellant that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of
Delhi and Haryana was due to inadvertence on part of the management and due to lack of professional guidance and as such there was no wilful or
mala-fide motive behind non-filing of the Financial Statements and Annual returns.
The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was
carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional
fees.
The Income Tax Department has submitted in its report that there is no outstanding demand against the Assesse and has no objection if the
company is considered for revival.
The Section 252(3) contemplates that one of the 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 namely:
i. That the company at the time of its name was struck off was carrying on business.
ii. Or it was in operation
iii. Or it is otherwise just that the name of the company be restored on the register.
The Appellants have submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct
company as per section 252(3) of the Act. Thus, taking into consideration the provisions of Section 252(5) 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 there is a running
business as on the date when the name was struck off and also keeping in consideration 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 deserved to be restored.
Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking 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 cost 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 is disposed of accordingly.
Let the copy of the order be served to the parties.