M/s Shree Nathjee Dall Mill Private Limited And Ors. vs Registrar Of Companies And Anr.

Dr. Deepti Mukesh, J

The present appeal is filed by the company M/s Shree Nathjee Dall Mill Private Limited, through its directors Mr. Vinod Kumar and Mr. Siddharth

Aggarwal, under Section 252 of the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the name of the company M/s

Shree Nathjee Dall Mill Private Limited 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 30.06.2017 vide notification no. ROC-DEL/248(5)/STK-7/2879 by

Registrar of Companies, the respondent herein.

It is stated that the appellant company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana

on 29.12.2010 under the Companies Act, 1956 with CIN U15313DL2010PTC211915 and having its registered office at C-42, Lawrence Road

Industrial Area, Delhi-110035.

The Authorized Share Capital of the appellant company is Rs. 1,00,000/- divided into 10,000 Equity shares of Rs.10/-each and the 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 set up full fledged flour mills and Dal mills with all the modern techniques. To prepare all type of pulses, besan, Atta (flour), suji, maida, barley,

grams, bhushi, choker, rawa and powders.

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 2013-2014 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 could not been filed with Registrar of Companies 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 Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

a) The copies of financial statements of the company for the financial years from 31.03.2013 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects fixed assets of Rs. 46,61,000/- and Cash and cash equivalents of Rs. 23,061/-.

b) The copy of Bank Statement of State Bank of Mysore from 01.04.2013 to 30.09.2017, reflecting various transactions done by the company during

the period of striking off.

c) The copies of Income Tax Returns filed for the assessment years 2013-2014 to 2017-2018. The tax paid for assessment year 2017-18 is NIL.

d) The copy of conveyance deed, dated 27.07.2015 executed by Haryana State Industrial & Infrastructure Development Corporation Limited in

favour of the appellant company, for an industrial plot bearing no. 589 situated at Sector-38, Phase- I, Food Park, HSIIDC, Industrial Estate, Rai,

Sonepat for total consideration of Rs. 50,31,710/-.

The Appellant has further filed an application bearing no. CA 132/2018 before this bench for waiver of late fees and additional fees under Section

403 of the Company Act, 2013. It is further stated that no notice under section 248(1) of the Act in the form of STK-1 was received by the Company

or any of the directors or any person on their behalf, before striking of the name of the company.

Registrar of companies through AROC made an oral submission that notice under section 248(1) of the Act in the form of STK-1 was served

before striking off the company’s name but the receipt of service is non-traceable as the mass drive was undertaken by ROC. Registrar of

companies has further stated that the appellant company has no right to claim the waiver of the fees/additional fees as prescribed. It is the

responsibility of the company and its officers/directors to file financial statements within the prescribed time limit and with fee/additional fee as

prescribed and admittedly the financial statements for financial years 2013-2014 to 2016-2017 are not filed by the company. Hence, waiver application

is rejected.

Registrar of Companies submitted 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 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 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 have submitted an evidence, mainly the possession of immovable property by the company and further efforts of investment to be

made in immovable property by the company and that it has been in operation during striking off and therefore 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 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.