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Judgment
This appeal is filed by the company along with its directors under Section 252(3) 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 30.06.2017 vide notification no. ROC- DEL/248(5)/STK-7/2879 by
Registrar of Companies, the respondent herein.
The company, M/s. Vasundhra Technologies (India) Private Limited, (for brevity ""the company"") is incorporated as a Private Limited Company
with the Registrar of Companies, NCT of Delhi and Haryana on 10.04.1997 under the provision of Companies Act, 1956 having CIN
U74900DL1997PTC086594.
The company is having its registered office at 106, Vishwadeep Towers, District Centre, Janakpuri, New Delhi-110058.
The authorized share capital of the company as on March 31st 2017 is Rs. 5,00,000/- divided into 50,000 equity shares of Rs.10/- each and Issued,
Subscribed and Paid up share capital is Rs.50,00,00/- divided into 50,000 equity shares of Rs.10/- each fully subscribed.
The main objects of the company are:
i. to carry on the business of manufacture, produce, assemble, engineer, design, develop, use, buy, sell, operate, run, let on hire, import, export, act as
commission agent and otherwise generally deal in:
a. All kinds of earth moving and agricultural machines, petrol and diesel engineers, tractors, threshers equipment, spares, appliances, implements and
their accessories and components, mobile or otherwise including hydraulic equipment, aircraft, hovercraft, automotive, cranes mining equipment.
And others.
As per the notice, due to non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements,
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 stated that they came to know that the name of the company has been struck off vide notice under section 248(5) from the
register of companies on perusal of notification No. ROC-DEL/248(5)/STK-7/2879 dated 30.06.2017.
The company is closely held private limited company and had commenced its business/ operations immediately after receiving the certificate of
incorporation from the Respondent and been carrying on its business till date. The appellants have stated that no notice under section 248(1) of the
Act in the form of STK-1 was served on any of the Appellants before striking of the name of the company.
The appellants have submitted that they have duly prepared with all the documents for procedural compliances as may be applicable to them and
have duly approved and adopted its Financial Statements but have failed to file the same with the Registrar of Companies, since its incorporation, due
to lack of professional guidance.
The Company has brought forward the following facts about it being in operation and functional during the period of striking off:
a. Copy of Bank Statements of the company, issued by Vijya Bank, for the period of 01.04.2014 to 10.10.2017 showing balance of Rs. 16,957/- with
various transaction details of the company.
b. The copies of the Financial Statements for the financial year ending 2015 to 2017. The company has incurred loss of Rs. 47,62,113/- in 2017. The
last audited Financial Statement as on 31.03.2017 reflects investment in land having gross value of Rs. 2,16,06,122/- as fixed/tangible asset.
c. The copies of the Income Tax Returns for Assessment Year 2010 to 2016.
It is 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 Section 252(3) 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 namely:
a. That the company at the time of its name was struck off was carrying on business.
b. Or it was in operation
c. Or it is otherwise just that the name of the company be restored on the register.
The Appellants have submitted some evidence that it has been in operation since incorporation and doing business though not making any profits
Thus, taking into consideration the provisions of Section 252(5) 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. In present case it is found
that otherwise it is just that the name of the company be restored in the interest of all stakeholders including the Company with its directors 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.