AI Structured Summary
Not yet generated for this judgment
Judgment
Rahul Bhatnagar, Member (Technical)
This is an appeal filed under section 252(3) of the Companies Act, 2013 by the Appellant Companies and shareholders of Appellant Company No 2 in relation to an order of striking off the name of the Appellant Company No 1 (M/s Gem Info Solutions Pvt. Ltd) passed by the Respondent with effect from 08.08.2018 under the provisions of Section 248(1)(c) of the Companies Act, 2013 read with Rule 9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. Learned counsel for the Appellant represents that the Appellant Company No 1 was incorporated under the provisions of Companies Act, 1956 on 23.08.2005 and has its registered office E-1/61 Jaitpur, Extension, Ismailpur, Badarpur, Delhi, Delhi, 110044, India.
The Appellant Company No 1 (M/s Gem Info Solutions Pvt. Ltd) is the subsidiary of Appellant Company No 2 (M/s. Green Valley Jatro Energy Pvt. Ltd) and Apellant No 3, 4 and 5 are the equity shareholders of Appellant Company No 2.
That as per Memorandum of Association of the struck off company, the main objects of the company is :-
" To manufacture. Buy, sell, design, import, export, maintain, test, act as agent, and develop computer software, hardware, web hosting etc."
That as per available records on MCA 21 portal, the last Directors of the struck off Company were as follows:
a. Ms. Kiran Sahni, RIO House No 259, Sector 15-A, Gautam Buddha Nagar, Noida, 201301, Uttar Pradesh, India.
b. Mr. Sandeep Kumar, R/O E 71, Sector 39, Noida, 201301, Uttar Pradesh, India
c. Mr. Nakul Goel, R/O Flat No. 11, Plot No. 99, Ras Vihar, Mother Dairy Road, I.P Extension, Patparganj, Delhi, 110092, Delhi, India
d. Mr. Shiv Shankar Singh, R/O K-2053, Chitranjan Park, New Delhi, 110019, Delhi, India
e. Mr. Akshod Kumar Sharma, R/O House No. 308, Street No. 06, Mahavir Nagar, Firozabad, 283203, Uttar Pradesh, India
The Authorized Capital of the Company is Rs. 1,00,000/-. The Paid-up Capital of the company is Rs. 100,000/-
That Respondent No 1 (RoC) issued the notice in the form of STK-1 under section 248(1) of the Companies Act, 2013 intimating the struck off company about the aforesaid defaults. The Notice STK-1 were sent to the struck off Company and its directors.
Thereafter, the public notice in form STK-5 was issued and same was published on the website of Ministry of Corporate Affairs on 18.06.2018.
Thereafter, the name of the company was struck off as per the provision of Section 248(1)(c) of the Companies Act, 2013 read with Rule 9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 vide Notice in the form of STK-7 dated 08.08.2018 published in official Gazette.
The Appellant Company submitted that the Company is a going concern and the Balance Sheet and P&L Account of FY 2015-16 to 2021-2022 are annexed with the petition. It is submitted that the Company has business of producing energy from Bio- Products and other related activity. The Company has surplus funds and had invested the same in few companies. The Appellant Company is exploring the possibilities of establishing its business. The striking off of petitioner Company is bringing the working of the petitioner to stand still, thereby adversely affecting not only the Petitioner Company but its shareholders, creditors, employee, other stakeholders and dealing parties as well.
It is further submitted that the Appellant Company is ready to submit all the relevant documents before the Respondent No 1 (RoC).
Upon notice to the Registrar of Companies (“RoC”), and Income Tax Department, the RoC has filed its report dated 22.06.2023. The RoC in its reply has stated that if the Tribunal consider the application for restoration of the name of the Company, it may please issue directions to the petitioners to file all the pending Annual Returns and Balance Sheets of the subject Company with the Registrar of Companies within such time as specified by this Tribunal.
Further the counsels of Income Tax Department and RoC appeared before this Tribunal on 26.10.2023 and submitted that they have no objection in the matter. The relevant extract of the order dated 26.10.2023 is as under: -
Proxy Counsel for RoC is present. Ld. Counsel for the Income Tax Department is present and their report has available on the e-portal. Proxy Counsels for the RoC and Income Tax Department has submitted that they have no objection if the company is revived
In Purushottamdass and another (Bulakidas Mohta Company Private Limited V. Registrar of Companies, Maharashtra & Others.), Hon'ble Bombay High Court the observed as follows: -
"The objects of Section 560(6) of the Companies Act, is to give a chance to the company, its members and creditors to revive the company which has been struck off by the Registrar of Companies, within a period of 20 years, and to give them an opportunity of carrying on the business only after the company judge is satisfied that such restoration is necessary in the interests of justice.
In M.A. Rahim & another V. Sayri Bai, the Division Bench of Hon'ble Madras High court, reported in MANU/TN/0218/1973, has held that the word just' connotes reasonableness and something confirming to 'Rectitude' and 'Justice ', something Equitable and Fair.
We have considered the plea of the Appellant and the representations of RoC. It is evident from the plea of the Appellant that it admits the default. However, the Appellant is seeking restoration of its name in the register as maintained by RoC relying on the ground that the appellant company has plans to expand its operations and, in the circumstances, it is just that the name of the Company should be restored on the register of RoC as maintained by the Respondent.
Accordingly, the appeal is allowed, subject to payment of costs of Rs. 50,000/- to the Registrar of Companies. The restoration of the Appellant Company’s name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of all formalities, including payment of any late fee or other charges which are leviable by the Respondent for the late filing of statutory returns. The name of the Appellant Company No 1 shall then stand restored- in the Register of the RoC, as if the name of the company had not been struck off.
The direction for freezing the bank account(s) of the Appellant Company, if on this ground, shall consequently be also set aside immediately to enable the company to carry out its business operation. Compliance of this order for restoration shall be made by the Respondent with all its consequential effects within one week of compliance by the Appellant.
The application is disposed of accordingly. Let the copy of the order be served to the parties.