M/S Bakshi Ceramics Private Limited And Others vs Registrar Of Companies, Delhi And Another

The present appeal is filed by M/sBakshi CeramicsPrivate Limited (for brevity the ‘Company’) through and byits directors, under Section

252(1) 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 notification no. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018by 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 11.12.1992with CIN U74899DL1992PTC051327,having its registered office situated at147-A, MIG DDA

Flats, Rajouri Garden, New Delhi- 110027,within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. The issued, subscribed and

paid up share capital of the Company is Rs. 7,79,000 divided into 77,900 equity shares of Rs. 10 each, as per the Master Data Annexed.

The main objects of the company are:

(a) To carry on the business of manufacturers, importers, exporters, traders, buyers sellers, distributors, marketers of and dealers in all

kinds of Bone China crockeries.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248/STK-5/2018/2912 dated 18.06.2018.Consequently, Appellant’s

name was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018 (Company’s name appearing at Sl. No.

22315) whereby name of 24280 companies have been struck off w.e.f. 08.08.2018 from the Registrar of Companies.

As per the ROC, Appellant hadnot filed its Annual Returns and Financial Statements for the period starting from 01.04.2015 till date, 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. 2014-15 to 2017-18. The Balance Sheet as on 31.03.2018

reflects Current Assets in form of Tangible Assets of Rs. 20,43,792.93and Revenue from Operations of Rs.18,70,011/-.The Revenue from Operations

of Rs. 13,35,498/-, as on 31.03.2017 is also reflected.

ii. The Copy of Sale Deed executed on 02.02.1993by M/s Bakshi Ceramic Pvt. Ltd as lessee forthe agriculture land propertyKhewat No. 242, 266 &

291, Khatauni No. 295, 366 & 410, Killa No. 30/19/1/3(1-12) and 30/19/1/2(2-0) total Tadadi 6 Kanal 12 Marlesituated atVillage-Kheri, Sampla,

Tehsil/Distt.- Rohtak.

iii. The Copies of Bank Statements of the Company in Canara Bankfor the period 01.04.2014 to 31.03.2018 showing various transaction details of the

Company and reflecting closing credit balance of Rs. 2464.86 as on 31.03.2018.

iv. The Copies of Income Tax Returns for the Assessment Years 2014-15 and 2018-19.

v. The Copy of GST Registration Certificate dated 27.06.2017, also copies of relevant GST returns filed by the Company.

vi. The Copies of VAT/CST returns, filedby the appellant- company also reflecting the TIN Registration No. 06832824478.

vii. The Copy of Electricity Bill in the name of appellant- company M/s Bakshi Ceramics Pvt. Ltd., issued by North Haryana Government, amounting

to Rs. 71,119/- dated17.02.2020.

ROC has filed its replyand 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 filed reply on 07.01.2020, in which it has been submitted that the company has filed its Income Tax Returns for

the A.Y. 2013-14, 2014-15 and 2018-19. It further states that as per the details found on FBT, a total demand of Rs. 15,000/- for the A.Y. 2009-10is

outstanding tax demandagainst the Appellant-Company and there are no pending cases against the Company and no cash deposits have been made by

the Company in the period of demonetization.

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 nameorwhere 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.