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Judgment
This appeal is filed by the company, M/s Midas Manpower Outsourcing Private Limited (for brevity the 'Company), through its Director, Mr. Sohan
Lal Razdan, and along with its other Directors under Section 252(1) 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 company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of
Delhi and Haryana on 23.07.2007 having CIN U74140DL2007PTC166120.
The registered office of the company is at 239, 2nd Floor, Near Vardhman Premium Mall, Near Deepali Chowk, Ring Road, Opp. Kali Mata
Mandir, Pitampura, Delhi-110034.
Authorized share capital of the Company is Rs.1,00,000/ - divided into 10,000 equity shares of Rs.10/- each and issued, subscribed and paid up
share capital of the Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
The main objects of the company are:
i. To carry on the business of supply of manpower placement.
ii. To carry on the business of security services, security alarms, guarding, recruitment of security personnel and other allied activities.
As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements during
the period of striking off, 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 tile Register of Companies) Rules, 2016.
The Appellants have stated that the company was in operation and the business activities were carried out by the company during the period of
striking off but Annual Returns and Financial Statement had not been filed with Registrar of Companies due to inadvertence on part of the
management.
The Appellants have brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank Statement of company issued by United Bank of India, as on 31.03.2017, reflecting various transactions done by the company
during the period of striking off.
ii. The copies of financial statements of the company for the financial years from March 2014 to March 2017. The company has profit of Rs.
4,42,624.86/- as per audited Profit and loss Account as on 31.03.2017.
iii. The company has incurred employee benefit expense of Rs. 8,21,367/- for the financial year ending on 31.03.2017.
iv. The copies of Income Tax Returns for the assessment years 2012-13 to 2017-18. The tax paid for assessment year 2017-18 is Rs.1,88,525/-
v. The copy of GST registration certificate having GSTIN 07AAFCM1473P1Z1 issued on 26.09.2017
vi. The copy of contribution history of company towards Employees' State Insurance Corporation for May' 2017 amounting to Rs. 1,54,775/- and for
June' 2017 amounting to Rs. 1,35,453/ -
vii. The copy of challan issued by Employee's Provident Fund Organization showing contribution made by the company towards employees' provident
fund.
It is further submitted 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 stated that there is no outstanding demand against the company 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. Thus, taking into consideration the provisions of Section 252(3) 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 Appellants 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 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 Appellants 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 in terms of above order.
Let the copy of the order be served to the parties.