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Judgment
The present appeal is filed by M/s ASG Pharma Private Limited (for brevity the 'Company') through its director, under Section 252(3) 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/560(5)/053992 dated on 23.07.2010 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 10.06.1993 with CIN U74899 DL1993 PTC053992, having its registered office situated at 86- C/1, Ward- 4, Mehrauli, New Delhi- 110030, within the jurisdiction of this Tribunal.
The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the Company is Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10 each, as per the Master Data Annexed. 4. The main objects of the company are:
(a) To manufacture, buy, sell, deal, import, export, formulate, refine, process, prepare, retail, distribute, develop and do research in all types of herbal medicines specially aphrodisiacs, tonics, hormones, hormone products, biological proprietary medicines for everyday use in domestic hygiene and other purposes.
(b) And other main objects.
The Respondent herein had issued Public notice bearing No. ROC / DELHI / 560(5) / 053992 dated 23.07.2010. Consequently, Appellant's name was struck off, and the same was published in the Gazette Notification dated 30.10.2010, whereby name of the Companies have been struck off w.e.f. 23.07.2010 from the Registrar of Companies.
As per the ROC, Appellant had not filed its Annual Returns and Financial Statements for the financial years 2009-10 to 2018-19, 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. 2009-10 to 2018-19. The Balance Sheet as on 31.03.2010 reflects Current Assets in form of Inventories of Rs. 5,67,452/-, Current Liabilities of Rs. 18,017,981/- and Cash and Bank Balances of Rs. 2,38,523.71. Income in form of Sales of Goods of Rs. 50,000/-.
(ii) The Copy of Sale Deed executed on 14.05.2004 between Smt. Shanti Devi, W/o- Late Lala Hari Singh as lessor, and M/s ASG Pharma Pvt. Ltd as lessee for land bearing Municipal No. 72, Rajpur Road (also known as 249/464 Rajpur Road-II) Dehradun measuring 4531.08 Sq. Mtrs., for the total Sale Consideration of Rs. 2,50,00,000/-.
(iii) The Copies of Bank Statements of the Company in ICICI Bank as mentioned by appellant, for the period 06.04.2005 to 08.09.2010 showing various transaction details of the Company and reflecting closing credit balance of Rs. 2,08,516.39 as on 09.07.2010.
(iv) Copies of Income Tax Returns for the Assessment Years 2007-08 to 2019-20. The tax paid by the Company for A.Y. 2009-10 is Rs. NIL.
ROC has filed its reply on 09.11.2020 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 only evidence that the appellant owns immovable property since 1994 till date. 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.