AI Structured Summary
Not yet generated for this judgment
Judgment
The present appeal is filed by the company M/s SADS INDIA PRIVATE LIMITED (for brevity the `Company'), through its Director Mrs.
Sadhana Jain duly authorized vide Board Resolution dated 04.01.2019, under Section 252 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 read with Rule 7 of Companies (Removal of
Names of Companies from the Register of Companies) Rules, 2016 published on 08.08.2018 vide notification no. ROC-DEL/248(5)/STK-7/4865 by
Registrar of Companies, the respondent herein.
It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on
13.08.2014 under the Companies Act, 1956 with CIN U74140DL2014PTC270397 and having its registered office at H.No.62-C, 2nd Floor, Lane
No.2, Krishna Nagar, Safadarjung Enclave, New Delhi- 110029. The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000
equity shares of Rs. 10/- each and issued, subscribed and paid up share 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:
To carry on the business of providing Marketing Solutions.
To act advisor and consultants in the field of marketing of industrial products and act as advisor or consultant for industrial, business, management,
administration, productivity marketing, financial, export, import, purchase, sale, rationalization and public relations and to advise on all and any matters
relating to promotion, financing, planning, establishment, development, organization, personnel, sale, imports and exports, purchases, electronic data
processing, marketing and market research, management and administration of any industry, business or enterprise whether in India or abroad.
And other main objects.
As per the notice of non-compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements for
financial years 2015-2016 to 2016-2017, 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 due to
inadvertence on part of the management.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
a) The copy of Bank Statements of the Company of HDFC Bank for the period 01.04.2014 to 31.03.2018 showing various transaction details of the
company and reflecting closing balance of Rs. 4,55,875/- as on 31.03.2018.
b) The copies of financial statements of the company for the financial years from 31.03.2016 to 31.03.2018. The Balance Sheet as on 31.03.2018
reflects Revenue from Operations of Rs. 27,76,178/- and Cash and Cash equivalents of Rs. 5,40,750/-.
c) The copies of Income Tax Returns filed for the assessment years 2015-16 to 2018-19. The tax paid by the company for A.Y. 2018-19 is Rs.
4,24,870/.
d) The copies of additional documents showing numerous achievements/ awards received by the appellant company during the period of striking off.
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 due to lack of professional guidance 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 Assesse and has no objection if the
company is considered for revival.
The grounds contemplated under section 252 of Companies Act, 2013, namely, that of the company carrying on business or was in operation at the
time of striking off its name, and where 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(3) further contemplates that one of the above 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.
The Appellant has submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as 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 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 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 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.