Pandalai Consultants Pvt. Ltd. And Anr. vs Registrar Of Companies

The present appeal is filed by M/s Pandalai Consultant Private Limited (for brevity the ‘Company’) through and by its director, 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, issued vide bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018 by 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 08.02.2006 with CIN U74140 DL2006 PTC146082, having its registered office situated at D-255,

Basement Defence Colony, New Delhi, South Delhi- 110024, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 1,00,000/- divided into 10,000/- equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To act as financial consultants, management consultants, and provide advice, services, consultancy in various fields, general

administrative, secretarial, commercial, financial, legal, economics, labour, industrial, public relations, scientific, technical, direct and

indirect taxation and other levies, statistical, accountancy, accountancy, quality control and data processing in and outside India.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248/STK-5/2018/2912 dated 18.06.2018. Consequently, Appellant’s

name was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018 (Company’s name appearing at Sl. No.

14972) whereby name of 24280 companies have been struck off w.e.f. 08.08.2018 from the Registrar of Companies.

The appellants state that company could not file the financial statements and other statutory documents, for the period 2015-17 giving the impression

to the ROC that the company is in operative, though the company file its financial statements and other statutory documents belatedly on 09.08.2018

with appropriate fees with MCA, the copy of the said documents, and the receipt issued by MCA dated 09.08.2018 is annexed.

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. 2014-17 and 2018-19. The Balance Sheet as on 31.03.2018

reflects Current Assets in form of Cash and Cash Equivalents of Rs. 61,207,026/- and Other Current Assets of Rs. 1,44,45,589/- and Revenue from

Operations of Rs. 4,00,000/-. The Revenue from Operations of Rs. 12,00,000/- as on 31.03.2017 is also reflected.

ii. The copy of Bank Statements of the Company in Axis Bank for the period 26.02.2016 to 30.03.2019 showing various transaction details of the

company and reflecting closing credit balance of Rs. 94172.66 as on 14. 07.2018. The copy of Bank Statements of the Company in HDFC Bank

Limited for the period 02.04.2017 showing various transaction details of the company and reflecting closing credit balance of Rs. 6,08,26,320.84 as on

02.04.2017.

iii. Copies of Form 26AS for the Financial Years 2016-19.

iv. Copies of E-form AOC 4 and MGT-7 for the Financial Years 2015-17. The receipt issued by Ministry of Corporate Affairs dated 09.08.2018 is

also annexed.

The ROC and 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 name or 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(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.