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Judgment
This present Appeal has been filed under Section 252(1) of the Companies Act, 2013 (the Act) by the 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 02.07.2008 to carry out the following objects:
“To carry on in India or elsewhere the business of engineers, developers, builders, technical, consultant, values & property consultants
Project and work as Civil contractors, infractors, infrastructural developments contractors and engineers and civil engineers and to
construct, acquire, develop establish, consult, provide maintain, administer or otherwise undertake contracts for any type of civil
constructions……â€.
The Company failed to file its Financial Statements and Annual Returns for three years from the Financial Years 2016-2017 to 2018- 2019. The
Company is carrying on business in accordance with its objects and has duly audited its accounts since incorporation. There are also employees
registered on its payrolls.
The Annual Returns and Financial Statements could not be filed due to inadvertence and negligence of the Professional assigned for the same. The
Company has also enclosed copies of the Acknowledgement of Income-Tax Returns for the Assessment Years 2016-17, 2018-2019 and 2019-2020.
The Respondent, Registrar of Companies submitted his Affidavit in reply on 10.09.2020 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 28.08.2019. 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 07.09.2019 and in leading English daily “Times of India†and a widely
circulated Marathi daily “Maharashtra Times†on 29.08.2019.
(d) In the absence of any representation against the proposed strike off action, the Respondent struck off the name of the Company on 08.11.2019
and the dissolution order was published on the website of the Ministry vide STK-7 on 08.11.2019.
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.76,044/-, Trade Receivable of Rs.5,47,037/-, Cash and Cash Equivalent of Rs.33,628/- Short-Term Loan and Advances of
Rs.14,99,209/- and Long-Term Borrowings of Rs.6,95,237/-, Short Term Borrowings of Rs.8,00,000/- and Revenue from operations of Rs.18,75,200/-
for year ended 31.03.2019. The Company has Fixed Assets of Rs.33,823/-, Trade Receivable of Rs.3,62,540/-, Cash and Cash Equivalents of
Rs.81,203/- Short-Term Loan and Advances of Rs.8,15,063/- and Short-Term Borrowings of Rs.8,00,000/- And Revenue from operations of
Rs.14,95,587/- for year ended 31.03.2018.
The books of the Company reflect that members 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. Hence ordered.
ORDER
The appeal be and the same is allowed on contest. The impugned order dated 08.11.2019, 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 Rs. 30,000/- (Rupees Thirty 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
08.11.2019 or in the interregnum.
v. Needless to say, failure to comply with any of the above conditions would nullify the effect of this order.