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Judgment
This Appeal has been filed by the Company named ‘ML Print Private Limited having its registered office at B-142, Mount Kailash, East of
Kailash, New Delhi-110 048 hereinafter referred to as (the Company) through its Director Mr. inder jit Arora invoking the provisions of Section252
(3) of the Companies Act, 2013 (the Act) for restoration of the name of the Co (Company) in the Register maintained by the Registrar of companies
(ROC), NCT of Delhi & Haryana.
As per the averments, M/s, ML Print Private Limited was incorporated on 04,07.2005 as a private limited company and has its registered office at
B-142, Mount Kailash, East of Kailash, New Delhi 110048 having CIN No. U22219DL2005PTC138259. The authorized share capital of the company
is Rs. 5,00,000/- and Issues paid â€"up and subscribed is Rs.4,20,000/-. The appellant is engaged in the business of printing and publication.
A sweeping action was initiated by the ROC at the instance of MCA in striking off the names of several Companies who had failed to file their
Statutory Returns. The appellant had failed to file its financial Statements and Annual Returns for the Financial Years 2015-16 onwards thereby giving
rise to the surmise that the business of the company was not in operation. Consequently, its name was struck off by the Respondent from the Register
of Companies under Section 248 of the Companies Act, 2013 vide notification No.ROC/DEL/248(5)/STK-7/4865 dated 08.08.2018. They admit their
default in carrying out the statutory compliances but submits that the same was due to lack of professional guidance, inadvertence & oversight.
The appellant is ready to submit its Financial Statements and Annual Returns before the respondent.
The Appellant submits that the Appellant Company has been in continuous business operation, has been regular in preparing its annual return and
balance sheets and filing income tax returns with the competent authorities and has certain assets which necessitate restoration of its name in the
record of ROC. In order to corroborate this submission the petitioner has placed before us the following evidence:
i. Copy of Auditor's Report along with Audited balance sheets for the period from 31.03.2016 to 31.03.2018.
ii. Audited Financial Statements reflecting revenue from operations Nil, Employees Benefit expenses Nil, loss after tax Rs.43,095/- and reserves of
Rs.8,85,9831/- during FY ending 31.03.2017.
iii. Audited Financial statements reflecting revenue from operations to the tune of Rs.44,32,382/-, Employees Benefit Expense to the tune of
Rs.79,48,554/- , Profit after Tax Rs.1,60,152/- and reserves of Rs.90,19,983/- during FY ending 31.03.2018.
iv. Income Tax Returns for A.Y. 2016-17 ,(income tax paid Rs.1,15,880) and for 2017-18 is Nil.
v. Copy of Bank Statements issued by IDFC Bank for the period 01.04.2018 to 01.01.2020 showing credit balance of Rs.2,02,172.86.
The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act, 2013 which includes
that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its
Register.
The appellant has been able to satisfy this Bench that it has certain assets which necessitate and justify restoration of its name in the Register of
Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures. Merely to disallow
restoration on grounds of its failure to file annual returns would neither be just nor equitable. As per several decisions of various Courts it should only
be in exceptional circumstances that Courts should refuse restoration where the company has been struck off for its failure to file annual return as that
would be excessive or inappropriate penalty for that oversight.
Accordingly, the petition is allowed subject to payment of costs of Rs. 25,000/- to the Prime Minister Relief Fund. 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 petitioner company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its 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 carry out its business operation. Compliance or this order for restoration shall be made by the respondent with all its consequential
effects within one week of compliance by the appellant.
The appeal is allowed and disposed of accordingly-.
Let the copy of the order be served to the parties.