AI Structured Summary
Not yet generated for this judgment
Judgment
The appellant M/s Oil and Gas Plants Pvt. Ltd. for brevity “the companyâ€) has filed this appeal under section 252 of the Companies Act, 2013
(hereinafter called as ‘the Act’) through its director Mr. Puneet Sehgal, against the order of the Registrar of Companies (ROC), NCT of Delhi
and Haryana dated 07.06.2017. The order mentioning the name of the Company with CIN U51410DL2001PTC113017 was duly published in Official
Gazette on 30.06.2017. The name of the company has been struck off from the Register of Companies maintained by the respondent ROC, under
section 248(5) of the Act read with Rule 7 and Rule 9 of Companies (Removal of Name of the Companies from the Register of the Companies)
Rules, 2016.
It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 5th
November, 2001 under the Companies Act, 1956 having CIN U51410DL2001PTC113017.
The registered office of the company is situated at 40, DLF, Industrial Area, Alishan Building, Kirti Nagar, New Delhi-110015.
The authorized share capital of the company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each and current issued, subscribed and
the paid-up capital of the company is Rs.1,00,000/- divided into 10,000 Equity Shares of Rs.10/- each.
The main objects of the company are:
i. To carry on the business of exporting, importing, acquiring, buying, selling, treating, processing developing, retreating, refining storing, distributing,
fabricating, piping, and/or transporting and otherwise dealing in all kinds and classes and lubricating devices, lubricants, lubricating compositions, LPG,
Natural Gas and all types of domestic and industrial gases, petroleum products, petro-chemicals, compositions, chemicals, chemical product.
And other main objects.
As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements since
incorporation, 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 had not been filed with Registrar of Companies.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank Statement of company of Union Bank of India, from 23.01.2002 to 31.03.2014, reflecting various transactions done by the
company during that period.
ii. The copies of financial statements of the company for the financial years from 31.03.2014 up to 31.03.2017, though the company has incurred
losses in the year 2016-17.
iii. The copies of Income Tax Returns filed for the year upto 2017-18. The tax paid for assessment year 2017-2018 is NIL.
iv. The copy of service contract of work order between Rekha Construction (HDD) and company dated 02.06.2016.
However, no bank details or transactions are brought on record of the company when the name of the company was struck off from the register of
companies, stating that during the said period there was no bank balance in the account of the company and no transactions had taken place due to
lack of business and non-receiving of work orders by the company. However, in May-June 2016 company had received valid work order from Rekha
Constructions (HDD) and company was in execution process but before the contract could be completed the company’s name was struck off.
Thus thereafter the project has been at standstill. The directors have further filed on affidavit stating that they have been able to obtain two new
contracts in March-April 2018 from BRH constructions (HDD) and D.S. enterprises for the total value of Rs. 26 lakhs.
Though there are no overwhelming documents on record to establish that the company was not in operation when its name was struck from the
register of the Registrar of Companies, but the efforts of the company to revive its business and obtaining the orders post striking off by the company
shows the zest of management to revive the company. The directors also have filed an affidavit to that effect. Though the company is not in a position
to prove actual operations but the efforts for doing and obtaining business is established and the company can be revived under the ground of
‘Just’. The word ‘just’ empowers to include all the existing and future possibility to revive the business.
It is further submitted by the Appellants that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of
Delhi and Haryana was due to inadvertence on part of the management and as such there was no wilful or mala-fide motive behind non-filing of the
Financial Statements and Annual returns.
The Registrar of Companies has stated 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 submitted in its report that there is no outstanding demand against the Assessee and has no objection if the
company is considered for revival.
The Section 252(3) 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 namely:
a. That the company at the time of its name was struck off was carrying on business.
b. Or it was in operation
c. Or it is otherwise just that the name of the company be restored on the register.
Though the Appellant has not submitted sufficient evidence that it has been in operation during the striking off but pending work order and
obtaining fresh work orders thereafter can lead us to believe that it 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 such Company is able to demonstrate that there is a running business as on the date when the name was 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 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.