M/s Osmania Metal Impex Pvt. Ltd vs Registrar of Companies

Deep Chandra Joshi

This  Appeal  has  been  filed  by  M/s  Osmania  Metal  Impex  Pvt  Ltd ('Company/Appellant') through its director, Mr. Mohammed Usman Yaqub under Section 252(3) of the Companies Act, 2013, praying for restoration of the Company's name in the Register of Companies maintained by RoC, Jaipur ('RoC').

It is stated that the RoC struck off the name of the Company from the Register of Companies due to default in filing statutory returns i.e. Annual Return and Financial Statement for 2014-15, 2016-17, 2017-18, 2018-19 and 2019-20. The name of the Company is stated in Form STK-7 dated 01.11.2019, copy of which is at Annexure-4 of the Appeal.

The main object of the Company is to carry on business as manufactures, dealer,  designer,  fabricators  and  contractors  of ferrous  and no-ferrous metal's, bi-metal products, sand castings including machinery equipments, cycle parts and other scrap material in India and abroad both and to carry on the business as forgers, engineers etc.

It is submitted that the Company has been active since incorporation and has also been maintaining all requisite documentation as per the provisions of the Companies Act, 2013. However, the reporting of such activities through filing of Annual Returns and Balance Sheet with the RoC has not been done due to inadvertence and omission on the part of the management.

The Appellant has filed copy of Audited Balance Sheet of the company for the financial year 2017-18 and 2018-19 in support of its stand that the company was in operation and pursuing activities during the period of striking off the name of the company. The Balance Sheet as on 31.03.2019 reflects cash and cash equivalents of Rs. 1,26,461.66/- and Profit and Loss account shows loss of Rs. 41,249.11/-.

The RoC has filed its report and has not stated any objections but has submitted that the Company should file the returns as required under the provisions of the Companies Act, 2013.

The Income Tax Department was duly served in terms of the order of the Tribunal dated 16.09.2021 and affidavit of service in this regard has been filed by the learned counsel for the Appellant which shows service to the office of the Deputy Commissioner of Income Tax, Circle 4, Jaipur on 06.10.2021. However, there is no representation on behalf of the Income Tax Department.   Therefore,   it   is  presumed  that  the  Department  has  no observations/remarks in the present matter.

Upon considering the facts and circumstances and the pleadings of the present Appeal, this Bench is of the view that it is a fit case for restoration of the name of the company.

Accordingly, this Appeal is allowed and the restoration of the Appellant Company's name, i.e. M/s Osmania Metal Impex Pvt Ltd, in the Register of Companies maintained by the RoC, is hereby ordered subject to prior submission to the RoC of physical copies of financial statements for the intervening  period,  from  the  financial  year 2014-15  till  date,  to  the satisfaction of the RoC in respect of the format and requisite content of the said financial statements besides being in compliance with the provisions of the Act. Further, this order will be subject to payment of costs of (1) ?20,000/- to be paid in favour of "The Prime Minister's National Relief Fund" and (2) Z15,000/- to be paid in the Online Miscellaneous fee account of Ministry of Corporate Affairs within three weeks from the receipt of the duly certified copy of this order.  In the event of any  liabilities being determined in respect of the Company by any authorities, including the Income Tax Department, they may proceed in this regard, in accordance with applicable law.

This Appeal is disposed of on the terms directed above. The RoC shall give effect to this order after ensuring compliance of tendering of cost. The company is directed to file all the required documents and shall fulfil all other relevant statutory compliances, irraccordance with law within 30 days from restoration of its name in the Register of Companies maintained by RoC. Consequent to the restoration of the name of the Company, it shall be deemed to be operational in all respects, as if the name of the company had Appeal No. 05/252/JPR/2021 not been struck off under Section 248 of the Companies Act, 2013. If required, the RoC is directed to mark the DIN of the directors of the Company as 'Active', provided the default by the said directors is limited to the Company under consideration herein, in consonance with the ratio decidendi of the order dated 07.10.2017 of the High Court of Telangana and Andhra Pradesh in the case of Dr. Reddy 's Research Foundation  Vs. Ministry of Corporate Affairs (Writ Petition 32575 of 2017)    and also directions passed by Hon'ble High Court of Judicature for Rajasthan, Jaipur in order dated 26.04.2018 in the case of Niranjan Kumar And Anr Vs. Union Of India And Anr (S.B. Civil Writs No. 8899/2018). Alternately, the RoC is directed to facilitate urgent addition of new directors under Section 167(3) of the Act, through backend  processing,  in  accordance  with directions  vide  F.No.03/73/2017/CL-II  dated 07.10.2017  of the  Joint Director, Ministry of Corporate Affairs.

Certified copies of this order be communicated by the Registry to the Appellant, Income Tax Department and the Registrar of Companies, Jaipur.