M/S Spike Organice Private Limited vs Registrar Of Companies

The present appeal is filed by M/s Spike Organice Private Limited (for brevity the ‘Company’) throughits director, 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, issued vide notification no. ROC/DELHI/248(1)/STK- 7/6217 dated on 29.10.2019by Registrar of Companies, the respondent

herein.

The appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956 on 29.12.1992with CIN U74899DL1992PTC051490,having its registered office atC-9/35, Shop No. 2, 2nd

Floor, Sector- 8, Rohini, Delhi- 110085,within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 4,08,125/- divided into 40,812.5equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To carry on business as manufacturer, Refiners, distillers, processors, producers, makers, importers, exporters, buyers, sellers,

suppliers, stockiest, agents, merchants, distributors, and concessionaries of and dealers in all kind of the chemicals such as

Electrochemical, Biochemical, Agrochemicals, Petrochemicals, Inorganic chemicals, organic chemicals, Rubber chemicals, Food chemicals

and lubricants, Insecticides and Herbicides, Minerals, plastic chemicals and lubricants and synthetic designs, synthetic rubber, elastomers,

carbon black, natural rubber, latex, plastics and formulations thereof, reclaimed rubber, natural rubber. Plastics, butadiene, ethylene,

ethyl, alcohol/hydrocarbon, petroleum tractions, waxes, fine chemicals, photographic, chemicals, drugs, cosmetics and pharmaceuticals,

rubber chemicals, micronutrients and biofertilisers, corrosion preventing chemicals intermediates for drugs, lyse, rubber chemicals,

corrosion preventing chemicals, photographic chemicals, pigments, paints, varnishes and enamels, coke over by products, coaltar,

distillation products like naphthalene anthracene, benzene and the like anhydride, asbestos, paper and special material, graphite and

silicon carbide crucibles, aluminum louride, bromine, elecrodes, graphite electrodes arc welding rods, calcined petroleum coke, salt and

allied products, phenol, bisphenol, caustic soda, chloride, thermosetting and thermo plastics and compounding agents, and thereof

caprolactum and allied chemicals, amines and plasticizers, enzymes, acids, amino acids, sulphates and other synthetic chemical and

chemical substances bases, intermediate, finished or otherwise, including paints pigments and Inks.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248(1)/STK-5/2019/3789 dated 09.08.2019. Consequently,

Appellant’s name was struck off vide notice bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on 29.10.2019(Company’s name appearing

at Sl. No. 6770) whereby name of 8114 companies have been struck off w.e.f. 29.10.2019 from the Registrar of Companies.

As per the ROC, Appellant hadnot filed its Financial Statements and Annual Returns for the Financial Years 2016 onwardsthereby giving rise to the

surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of

Section 248 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 brought forward the following documents about it being in operation and functional during the period of striking off:

i. The Copies of Audited Financial Statements of the company for the period from F. Y. 2016 onwards. The Balance Sheet as on 31.03.2019 reflects

Current Assets of in form of Other Current Assets of 1,08,033/-, Cash and Cash Equivalent of Rs. 68,510/-. Assets in form of Non-current

Investments of Rs. 76,90,100/-.Other Income of Rs. 1,05,370/-. Non- current Investments in the F.Y. 2018 also reflects of Rs. 76,90,100/-.

ii. The Copy of Agreement to sale executed on 10.06.2012 by the company as one of the purchaser. The copy of Sale Deed executed on 06.08.2012

bythe company as co-owner of the propertyadmeasuring 1244 Sq. feet approx., classified by the RajasthaniBhawanNirman Group Housing Co-

operative Society Ltd., as “Bâ€​ type flat bearing No. B-2/54 Rajasthali Apartment, PitamPura, Delhi- 110034.

iii. The Copies of Income Tax Returns for the Assessment Years 2017-18, 2018-19, 2019-20 and 2020-21. The tax paid by the company for A.Y.

2019-20 is Rs. NIL.

iv. The copies of orders passed by theHon’ble Delhi High Court on 6th August, 2012, andorders of 2015. Also the order of copy of District Court

dated 11.03.2019, copy of case status of suit no. 577617/2016 pending before the District and Sessions Judge, North-West, RHC, with respect to the

immovable property in the name of the company.

ROC has filed its reply on 06.01.2021and stating that they have no objection,if the name of company is restored in the Register of Companies,

subject to appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as

prescribed under the Companies Act, 2013.

The Income Tax Department has not filed any reply.

The grounds contemplated under Section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the

time of striking off its nameorwhere 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(1) further contemplates that one of the above three conditions are required to be satisfied before exercising

jurisdiction to restore the 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 during the period preceding strike off, therefore, it could not be termed

as a 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 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 deserve to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off 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 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 stands allowed and disposed of in the above terms.

Let the copy of the order be served to the parties.