AI Structured Summary
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Judgment
This appeal is filed by the company, M/s Orien Structuring and Design Private Limited (for brevity the 'Company), along with its director, Mr.
Manish Rustagi, 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. ROCDEL/248(5)/ STK-7/2879 by Registrar of Companies, the respondent
herein.
The company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 22.04.2010 under the
provision of Companies Act, 1956 having CIN U45200DL2010PTC201860.
The company is having registered office at H-94, Lower Ground Floor, Lajpat Nagar-I, New Delhi-110024.
Authorized capital of the Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs. 10/- each and issued, subscribed and paid up capital of
Rs. 1,00,000/- fully subscribed divided into divided into 10,000 Equity Shares of Rs.10/- each.
The main objects of the company are:
i. To do the business of consultancy, engineering, design, manufacturing and turnkey execution of water and waste water management (reverse
osmosis plant, water softeners, D.M plants, sewage treatment plant &effluent treatment plant) air pollution control, fire fighting, steam and air system.
ii. To carry on the business of Contractors, Sub-Contractors, interior decorators, General construction, builders, engineering, mechanical, electrical,
chemical, civil, irrigation and haulers and to lay out, development construct, building, erect demolish, re-erect, alter, repair, remodel or, do any other
work in connection with any building or building scheme, roads, dockets, ships sewers, bridges, canals, wells, springs, dams, power plants, reservoirs,
embankments, railway, irrigations, reclamations, improvements, sanitary, water, gas, electric or architectural work of any kind and to prepare
estimates, designs, plants, specifications or models and to carry on the business of advisers, consultants, planners, engineers, or managers in
connection with construction, reconstruction, development, improvement of all kinds of land building contractors, surveyors, and appraisers. To carry
on business of providing service or supply of plant and machinery in relation to all kind of construction and power industry. To do the business as
power producer either individually or as a holding company or in collaboration, consortium, partnership, joint venture, majority or equal equity
participation with another person or a special purpose vehicle or entity corporate or otherwise and in that capacity to develop, assemble, modify,
restructure, generate, accumulate, transmit, distribute, purchase, sell and supply in India and/or abroad efficient thermal hydroelectric and wind power
generated electric energy including steam form conventional/no conventional renewable/non- renewable energy source or any other form of energy
for captive use/consumption or to other enterprises on commercial basis and undertake.
As per the notice due to non- compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements
since financial year 2013, the name of the company was struck off and dissolved 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, dated 07.06.2017.
The Appellant has further brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank Statement of the company, issued by Punjab National Bank, reflecting various transactions done by the company, having closing
balance of Rs. 21,242.33/- as on 14.05.2018.
ii. The copies of financial statements of the company from financial years up to 31.03.2017 The turnover as per audited balance sheet as on
31.03.2016 is Rs. 14,73,799/- and as on 31.03.2017 is NIL.
iii. The trade payables for the financial year 2016-17 is Rs. 84,645/-
iv. The copies of Income Tax Returns filed for the assessment year 2011-12 to 2017-18 filed as NIL Returns.
v. The copy of VAT payable for the financial year 2016-17 is Rs. 3,05,861.
vi. The company has paid staff salary for the year 2016 amounting to Rs. 4,08,000/-.
It is further submitted by the Appellant 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:
i. That the company at the time of its name was struck off was carrying on business.
ii. Or it was in operation
iii. Or it is otherwise just that the name of the company be restored on the register.
The Appellants have submitted evidence that it has been in operation since incorporation and doing business though not making 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.