Om Shreem Ananda Foods Pvt. Ltd vs Registrar Of Companies

Kapal Kumar Vohra, Member (T)

This Appeal has been filed by 'Om Shreem Ananda Foods Pvt. Ltd.' (the Company) invoking the provisions of Section 252 of the Companies Act, 2013 (The Act) for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC).

As per the averments, the Company was incorporated on 21.09.2006 as a Pvt. Ltd. Company and has its registered office at E-120, Chanakya Place Part-1, New Delhi-110059, having Corporate Identity Number (CIN) U152 03DL 2006 PTC 1 54178. The Company is engaged in the business of milk products, bread, fruit and vegetable products and also import & export of all kinds of food products.

An 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 had failed to file its Annual Returns for the FY 2011-12 onwards thereby giving rise to the surmise that the Company was not doing any business activity. Consequently, its name was struck off by the Respondent (RoC) from the Register of Companies (Register) under Section 248 of the Act vide notification dated 07.06.2017.

The Appellant is ready to submit its Annual Returns to RoC.

The Appellant submits that it has been in continuous business before its name was struck off from the Register. In order to corroborate this submission, the Appellant has placed before us the following evidence:

i. The Company has submitted Income Tax (IT) Returns for the AY 2016-17 (showing Tax Payable Rs. 9,449), AY 2015-16 (Nil Tax), AY 2014-15 (Tax Payable Rs. 5,825) and AY 2012-13 (Tax Payable Rs. 8,83,465).

ii. The Company had prepared audited balance sheet as on 31st March, 2016, according to which the Company had cash and bank equivalent amounting to Rs. 68,93,893.

iii. The Company submitted bank account statement with HDFC Bank for the period from 18.07.16 to 27.03.18 showing a credit balance of Rs. 13,02,525 as on 27.03.18. The Company had a Bank account with Axis Bank with a credit balance of Rs. 7,07,219 as on 24.07.2017.

The provisions pertaining to restoration of the name of the Company have been provided in Section 252 of the Act which include that, if it is just and equitable to restore the name of the Company in the Register, the Tribunal may direct the RoC to restore the name in its Register.

We have gone through the averments made in the Memo of Appeal filed by the Appellant, the Reply filed by the RoC and the submissions made by the Ld. Counsels appearing for the Appellant as well as RoC. We find that, as per the report of the IT Dept., in the Assessment Order dated 27.11.19, there is an outstanding demand of Rs. 77,94,172 against the Company for the AY 2012-13. Further, the Ld. Counsel for the IT Dept. submits that they have no objections if the name of the Appellant Company is restored in the Register maintained with the RoC.

In view of the specific demand of Rs. 77,94,172 raised by the IT Dept. vide assessment order dated 27.11.19 and in view of the audited balance sheet having been finalized by the Company, the Appeal to restore the name of the Company to the Register of RoC is allowed subject to payment of costs of Rs. 25,000 to the Prime Minister Relief Fund along with Rs. 50,000 to the Ministry of Corporate Affairs. Accordingly, the order of RoC dated 07.06.17 to strike off the name of the Company from the Register is hereby set aside. The restoration of the name of the Company in the Register will be subject to the Company's filing all outstanding documents for the defaulting years and completion of all formalities, including payment of any charges. The name of the Company shall stand restored in the Register of the RoC, as if its name had not been struck off.

The direction for freezing the Bank Account(s) of the Company, if any on this ground, shall consequently be also set aside immediately to enable the Company to carry out its business operation. Compliance of this order for restoration shall be made by the RoC with all its consequential effects within one week of compliance by the Appellant.

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