M/s ANNI Shoes Private Limited And Ors. vs Registrar Of Companies And Anr.

Dr. Deepti Mukesh, J

The present appeal is filed by the company M/s Anni Shoes Private Limited, through its shareholders Mr. Arun Verma and Mr. Kuldeep Singh

Rautela, under Section 252 of the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the name of the company M/s

Anni Shoes Private Limited 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.

It is stated that the appellant company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana

on 10.02.1998 under the Companies Act, 1956 with CIN U19201DL1998PTC092190 and having its registered office at H-23 Double Story, Lajpat

Nagar, Delhi-110024.

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

and paid up share capital of the Company is Rs. 1,00,200/- divided into 10,020 Equity shares of Rs.10/- each.

The main objects of the company are:

To carry on business as manufacturers, producers, processors, makers, convertors, importers, exporters, traders, buyers, sellers, retailers, wholesalers,

suppliers, indenters, packers, movers, preservers, stockists, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaires or

otherwise deal in boots, shoes, sandals, chappals, made of either leather, rubber, plastic, canvas and other material.

And other main objects.

As per the notice of non-compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements for

financial years 2013-2014 to 2016-2017, 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 the Register of Companies) Rules, 2016.

The Appellant has submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement could not been filed with Registrar of Companies 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 Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

a) The copies of financial statements of the company for the financial years from 31.03.2014 to 31.03.2018. The Balance Sheet as on 31.03.2018

reflects Revenue from Operations of Rs. 7,84,239.56/- and Cash and Cash equivalents of Rs. 2,61,471.92/-.

b) The copy of Bank Statement of Dena Bank from 16.05.2014 to 14.12.2018, Bank Statement of Axis Bank from 01.04.2014 to 31.03.2015 and

Bank Statement of Vijaya Bank from 01.04.2016 to 31.03.2018, reflecting various transactions done by the company during the period of striking off.

c) The copies of Income Tax Returns filed for the assessment years 2014- 2015 to 2018-2019.The tax paid for assessment year 2018-19 is Rs.78,405

/-.

d) The copy of relevant Form 26AS for the financial years 2013-2014 to 2017-2018 showing payment of TDS on the income accruing to the appellant

company.

Registrar of Companies submitted 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 not submitted its report inspite of various opportunities given.

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

time of striking off its name, and 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(3) further 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.

The Appellant have submitted sufficient evidence proving that it has been in operation during striking off 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 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 Appellant 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 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 cost 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 is disposed of accordingly.

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