Mr. Joseph Nazareth vs Registrar Of Companies, Goa, Daman & Diu

Kuldip Kumar Kareer, Member Judicial

The present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (Act) by Purple Valley Yoga Centre Private Limited through its Director Mr. Joseph Nazareth praying for restoring the name of the company in the Register maintained by the Registrar of Companies, Goa, Daman & Diu. (RoC).

The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:

“To organize, maintain, operate and run yoga centres and retreats to inculcate practice in ashtanga, asanas, pranayama and meditation, provide massage, arrange lectures, classes, seminars and workshop to the tourists and local clients to achieve ”

The Petitioner submits that the company was incorporated on 31.03.2003 under the Companies Act, 1956 as a Private Company Limited. The Authorized Share Capital of the Company is Rs. 1,00,00,000/- divided in to 1,00,000 Equity Shares of Rs. 100 each and Issued, Subscribed & Paid up Capital of the Company is Rs. 1,00,000 divided in to 1000 Equity Shares of Rs. 100/-.

The name of the Company was struck off from the Register on account of failure of filing the Annual Returns for the year ended 2018-2019, 2019-2020. Also that the Company is not carrying on any business and that there was no business operation for a period of last two financial years and have not made any application within such period for obtaining the status of Dormant Company under S. 455 of the Act. The ROC has published a public notice for Striking off and Dissolution of Company i.e. STK - 7 dated 23.02.2022.

The Appellant submits that the Company is functioning since its incorporation and the members of the Company have duly approved its audited Financial Statements for all the years including for the Financial Years ending 2018-2019, 2019-2020 and 2020-2021 at the Annual General Meetings for the respective years. However, the Company inadvertently could not file its Audited Financial Statements for the above-mentioned years.

The Appellant also submits that the Company has filed its Income Tax Returns for the Financial Years 2018-2019, 2019-2020 and 2020-2021 and the Company has also regularly filed its GST Annual Returns.

Hence the Company prays that since the Company has been carrying on its affairs as a going concern, in the interest of justice the name of the Company should be restored.

The Respondent, Registrar of Companies submitted his Affidavit in reply on 11.04.2023 explaining the following sequence of events leading to the striking of the name of the company:

(a) That the Appellant Company and its Directors failed to file the Annual Returns and Balance Sheet for the Financial Years 2018-2019 and 2019-2020 which the Appellant Company was required to file under the sections of 92/137 of the Companies Act within 60 days and 30 days respectively from the due date of Annual General Meeting of the Company.

(b) That the office of Director General (Corporate Affairs), Ministry of Corporate Affairs, Government of India, New Delhi vide Office Memorandum No. CL-II-03/308/2021-O/DGCoA-MCA dated 08.11.2021 issued directions to all RoC to initiate action under 248 (1) of the Act for removal of name of the Companies from the register of companies.

(c) Pursuant to that, the Respondent side issued Notice in Form STK-1 dated 16.11.2021 to the company and its directors informing the intention of the Registrar to strike off the name of the Company and requesting them to submit a cause contrary to the said action within thirty days.

(d) The notice in Form STK-1 was issued to the company and its directors on the grounds that it was not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under Section 455 of the Act. The notices were asked to submit representation along with copies of relevant documents if any within thirty days from the date of receipt of the said notice. However, no reply was received from the Company or from its directors.

(e) Hence, the Respondent issued notice under sub-section (5) of Section 248 of the Act and finally name of the Company was struck off from the register of Companies vide Notice in Form STK-7 dated 23.02.2022 which was published in official gazette and was placed on the official website of Ministry of Corporate Affairs.

The Appellant has enclosed the Audited Financial Statements for the Financial Year ended 31.03.2019, 31.03.2020 and 31.03.2021 with the Petition to demonstrate that the Company is in continuous operation.

As per the Balance Sheet for the Financial Year ended 31.03.2021, the Company has Share Capital of Rs. 1,00,000/-, reserve and surplus of Rs. (4,008,889.74), trade payables of Rs. 36,39,899/-, other current liabilities of Rs. 6,453,276.72/-, Tangible Assets of Rs. 11,110,188.09/-, cash and cash equivalents of Rs. 781,746.80/- and other current assets of Rs. 1,828.39/-. The Company was in operation in the Financial Year 2020-2021, as per the Balance Sheet for the Financial Year 2020-2021. The Company had generated Rs. 7,33,590/- from revenue and operation.

In view of the above facts, we consider that Company was in operation as well as it is just and proper to restore the name of the Company in the Register of Companies from the date of its striking off, subject to payment of cost for non-compliance.

Hence, upon considering the facts and circumstances of this present petition, this Bench is of the view that, it would be just and proper to order restoration of the name of the Company in the Register of Companies maintained by the RoC.

Accordingly, this Petition is allowed. The restoration of the Company’s name to the Register of Companies maintained by the RoC is hereby ordered with a direction that the Company shall comply with the provisions of the Act and further it will be subject to payment of costs of Rs. 1,25,000/- to be paid online through Bharat Kosh to the RoC Goa, Daman & Diu within 30 days from the date of the certified copy of the order. Consequentially thereupon the Bank Account/s freezed shall get defreezed and can be operated by the Company.

The RoC, Goa, Daman & Diu shall give effect of this Order only after perusal of the compliance report in respect of the cost imposed. The Company is directed to file all the required documents and shall fulfill other relevant statutory compliances within 30 days from restoration of its name in the Register of Companies maintained by RoC.

The Registrar of Companies, the Respondent herein is ordered to restore the original status of the Petitioner Company. The Company is directed to file all the statutory documents. The restoration of the

ORDER

Company Appeal CA. No. 32/MB/C-II/2023 filed by Appellant Purple Valley Yoga Centre Private Limited through its Director Mr. Joseph Nazareth, seeking restoration of the company’s name in the Register of the Companies maintained by the Registrar of Companies, Goa, Daman & Diu is allowed subject to payment of cost of Rs.1,25,000/- to “Bharat Kosh”.