M/s. Amona Power Private Limited vs Registrar of Companies, Goa

P.N. Deshmukh, Member Judicial

The  present  Petition  has  been  filed  under  Section  252(3)  of  the Companies Act, 1956 (hereinafter referred to as “the Act”) by M/s. Amona Power Private Limited through its Director, Mr. Rallapalli Radhakrishna Karanam, praying for restoring the name of the Petitioner Company in the Register maintained by the Registrar of Companies, Goa (hereinafter referred to as “RoC”).

The Petitioner filed CA 521 of 2022 praying for urgent hearing and disposal of the present Petition. On the request of the Counsel, the present Petition being CP 431 of 2021 was heard on the same day. Hence, CA 521 of 2022 is disposed of.

Brief averments of the Petition are that the Company was incorporated on 10th October 2003 under the Companies Act, 1956, having its registered office at Eclate Curtorimsalcete, Salcete, South Goa- 403 709, in the State of Goa. The Authorised Share Capital of the Company is Rs.5,00,00,000/-(Rupees Five Crores Only) divided into 50,00,000 number of Equity Shares of Rs.10/- (Rupees Ten each only) and Paid up Capital of the Company is Rs.1,04,50,000/- (Rupees One Lakh Only) divided into 10,45,000 number of Equity Shares of Rs.10/- (Rupees Ten each only). The Company is engaged in the business of power generation and other allied activities.

The Petitioner Company has failed to file its Statutory Returns since 31st March 2014. The Respondent has, therefore, initiated action under Section 248(1) of the Act for striking off the name of the Company from the Register of Companies and consequently the name of the Petitioner Company was struck off from the Register of Companies vide Striking Off Notice STK-7 dated 11th July 2017.

The Petitioner submits that the Company diligently followed the procedures of auditing books of accounts and obtained due approval of the Directors and Share holders of the Company by holding Annual General Meetings of the Company. Yet due to unintentional oversight of the management and non-availability of appropriate staff having due knowledge of the compliance requirements, the Financial Statements could not be filed with the ROC within the stipulated time period. It is further submitted that the Company is operational at present and was carrying on business at the time it was struck off from the records by the Respondent. The Petitioner Company submits that once the name of the Company is restored, the Petitioner will undertake to complete all the pending legal compliances including filing of the Financial Statements and Annual Returns with the Registrar of Companies.

The Respondent filed a Reply dated 29th December 2021 to the Petition wherein it is submitted that the Petitioner Company has failed to file Annual Returns for the Financial Year 2014-15 and 2015-16 and Balance Sheets for the Financial Years 2011-12 to 2015-16 which were required to be filed under Sections 159 and 220 of the Companies Act, 1956 with the Respondent’s office within 60 days and 30 days respectively from the date of Annual General Meeting of the Company. On this ground, Notice in Form STK-1 was issued to the Petitioner Company and its Directors to which no Reply was filed and on account of failing to file relevant Financial Statements, the Company was struck off from the Register of Companies as the Company seemed to be out of operation.

Heard both parties. Upon perusal of the pleadings and documents annexed to this Petition, it is evident that the Petitioner Company continuously carried out business operations without any interregnum. Further, it is seen that the Company holds assets and liabilities, is currently active and was not dormant when its name was struck off from the Register of Companies. Therefore, it seems just and equitable to restore the name of the Petitioner Company in the Statutory Register of Companies maintained by the Respondent.

ORDER

a. Having satisfied with the reasons mentioned above, this Bench is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies.

b. The Company shall file all the pending Financial Statements and Annual Returns with Respondent as per the Act and Rules made thereunder besides filing an Affidavit stating that the Company was neither involved in money laundering activities during the demonetization period nor any unlawful activities during the relevant period.

c. Further, the Petitioner Company is directed to pay a cost of Rs. 25,000/- per year (FY 2014-15 to FY 2020-21) for which the Company

has failed to file its Financial Statements & Annual Return, amounting to Rs. 1,75,000/- (Rupees One Lakh and Seventy-Five Thousand Only) to “BHARATKOSH” within 30 days from the date of receipt of a copy of this Order and submit the receipt along with the other documents to the Respondent i.e. the RoC.

d. The Respondent is directed to restore the Company in the Register of Companies. The Petitioner is directed to place this Order with Respondent within 30 days from the date of receipt of this Order.

e. Accordingly, C.P. 431 of 2021 is hereby allowed and disposed of.