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Judgment
The present appeal is filed by M/s SRK Steel Fab Private Limited (for brevity the 'Company), under Section 252(3) of the Companies Act, 1956
(for brevity the Act') against the order of striking off the name of the company, passed by the Respondent no. 1 under section 248 (1) of the Act,
issued vide notification No. ROC/DELHI/248(5)/STK-7/4865 and published on 08.08.2018 by Registrar of Companies, the respondent No. 1 herein.
The Appellant states that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana
under the Companies Act, 1956 on 05.02.2010 with CIN U27100 DL2012 PTC198798, having its registered office at C/o Rajbir Singh Rana, B-54,
Narayana Industrial Area, Phase-II, Delhi, South Delhi-110028, within the jurisdiction of this Tribunal.
The Authorized Share Capital of the company is Rs. 50,00,000/-. The issued, subscribed and paid up share capital of the Company is Rs. 1,00,000/-,
as per the Master Data Annexed.
The main objects of the company are:
(i) To carry on business of steel fabrication, fabrication of steel plant, sugar plants, power plants steel structures fabrication, heavy steel
industrial fabrication and to set up steel furnaces and continuous casting and rolling mill plant for producing tor steel and alloy ingots,
steel and alloy steel billets, and all kinds and sizes of re-rolled sections etc.
(ii) And the other main object.
The appellant further states that, 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 Company has not filed its Annual Returns and Financial Statements for F. Y.
2015-16, 2016-17 and 2017-18, thereby, giving rise to the surmise that the company was not in operation. Consequently, its name was struck off vide
notice STK-7 dated 08.08.2018 by the Respondent from the Register of Companies under Section 248 of the Companies Act, 2013, upon taking steps
in accordance with law and issuing a notification in the Official Gazette. The names of the affected companies were posted on its website.
As per the notice of non-compliance of provision of the Companies Act, 2013, the said company has not filed its Annual Returns and Balance Sheet
for F. Y. 2015-16, 2016-17 and 2017-18, 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 financial statement upto the year ending 31.03.2015, along with other statutory documents, were duly filed by
the Company with the Respondent no. 1 after 30.09.2015 (duly reflecting in the Master Data of the Company). The company was active and was
carrying out its business during the period of striking off but the reporting of such activities through Annual Returns and Financial Statement had not
been filed with the Registrar of Companies due to inadvertence on part of the management. The said facts are evident from the Bank Account
statement of the Company for the relevant period.
The Appellant has placed the following documents on record about it being in operation and functional during the period of striking off:
i. The copy of Bank Statements of the Company of Oriental Bank of Commerce ( now, Punjab National Bank w.e.f. 01.04.2020) for the period from
20.01.2015 to 29.01.2020 showing various transactions of the company and reflecting closing credit balance of Rs. 14,66,746.73 as on 29.01.2020.
ii. The copies of Audited Financial Statements of the company for the period from 2014-15 to 2018-19. The Financial Statement for F. Y. 2018-19
reflects Non-current Assets in form of Fixed Tangible Assets of Rs.3,05,835.61/- Current Assets in form of Inventory of Rs. 3,10,598/- and Revenue
from Operations is Rs.1,14,75,613.69/-.
iii. The copies of Income Tax Returns for the Assessment Years 2014-15, 2015-2016 and 2019-20. The tax paid by the company for A.Y. 2019-20 is
Rs.1,000.
iv. Copy of GST and VAT Returns.
The ROC has filed its reply on 27.10.2020, in which it has been submitted that the Company had not filed its Financial Statement since the Financial
Year ended on 31.03.2015. However, the ROC further submits that the company was struck off by the office of Respondent because neither the
company was carrying on any operation for a period of two immediately preceding financial years, nor obtained the status of a Dormant Company
under Section 455 of the Companies Act, 2013.
The Income Tax Department has not filed, any reply in spite of being given repeated opportunities to do the same. Hence, the present appeal is
being decided in the absence of any reply from the Income Tax Department.
The grounds contemplated under section 252(3) 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 during the period preceding strike off,
therefore could not be termed as defunct company as per section 252 of the Act. 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 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 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 cost of Rs. 50,000/- 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.