Mr. Deepak Bhati And Another vs Registrar Of Companies, Nct Of Delhi And Haryana & Another

Dr. Deepti Mukesh, Member (Judicial)

The present appeal is filed by Mr. Deepak Bhati and Mr. Surender Kumar, directors of M/s Surdeep Minerals and Mining Private Limited (for

brevity the ‘Company’), under Section 252 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, issued vide bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on

29.10.2019 by Registrar of Companies, the respondent herein.

The appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956 on 21.05.2015 with CIN U13100 DL2015 PTC280587, having its registered office at 358/360, Mohalla

Maharam Shahdara, Delhi, East Delhi- 110032 within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 5,00,00,000/¬divided into 50,00,000 equity shares of Rs. 10/- each. The issued, subscribed

and paid up share capital of the Company is Rs. 3,01,00,000/- divided into 30,10,000 equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To carry on in India and elsewhere in the world the trade of prospecting for developing extracting, mining, dredging, quarry, crushing, dressing, processing,

beneficiating, cutting, polishing, refining, calcimine, selling, amalgamating, holding, stockpiling, marketing, distributing, retailing, exporting, importing,

trading or otherwise dealing in coal, coke, lignite, bitumen minerals ores, mineral concentrates, mineral oils, natural gas and petroleum substances of all types,

metals, alloys, slag’s, mineral sands mineral bearing material, precious and semiprecious stones, clay, gravel, dimensional stone quartz, marble, slate,

tailings and waste material, in all their various forms.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248(1)/STK-5/2019/3789 dated 09.08.2019. Consequently,

Appellant’s name was struck off vide notice bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on 29.10.2019 (Company’s name appearing

at Sl. No. 7033) whereby name of 8114 companies have been struck off w.e.f. 29.10.2019 from the Registrar of Companies.

As per the ROC, Appellant had not filed its Financial Statements and Annual Returns for the Financial Years 2016-17 onwards thereby giving rise

to the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of

Section 248 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 documents about it being in operation and functional during the period of striking off:

i. The Copies of Audited Financial Statements of the company for the period from F. Y. 2016-17 onwards. The Balance Sheet as on 31.03.2019 reflects Assets in form

of Non-Current Investments of Rs. 4,81,22,098/-, Cash and Cash Equivalents of Rs. 19,10,977/-, Income in form of Other Income of Rs. 40,000/-. Income in form of

Other Income of Rs. 80,000/- as on 31.03.2018 is also reflected.

ii. The Copies of Bank Statements of Bank of Baroda for the period 02.07.2015 to 01.10.2019 showing various transaction details of the Company and reflecting closing

credit balance of Rs. 12,90,142.95 as on 01.10.2019.

iii. The Copies of Income Tax Returns for the Assessment Years 2016-17, 2017-18, 2018-19 and 2019-20. The tax paid by the company for the A.Y. 2018-19 of Rs. NIL

and 2019-20 of Rs. 1,140/-.

ROC has filed its reply and stating that they have no objection, if the name of company is restored in the Register of Companies, subject to

appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as prescribed under

the Companies Act, 2013.

The Income Tax Department has not filed any reply.

The grounds contemplated under Section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the

time of striking off its name or 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(1) further contemplates that one of the above three conditions are required to be satisfied before

exercising jurisdiction to restore the company to its original name on the register of the Registrar of Companies.

The appellant has submitted sufficient evidence that it has been in operation during the period preceding strike off, therefore, it could not be termed

as a defunct company as per Section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) 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 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 deserve to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off 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 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 stands allowed and disposed of in the above terms.

 Let the copy of the order be served to the parties.