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Judgment
The appellant company Patchitra Productions Pvt. Ltd. (for brevity ""the company"") has filed this appeal under section 252 of the Companies Act,
2013 (hereinafter called as 'the Act') against the order of the Registrar of Companies (ROC), NCT of Delhi and Haryana dated 07.06.2017. The
order mentioning the name of the Company at Serial No. 14496 with CIN U92120DL2010PTC208617 was duly published in Official Gazette on
30.06.2017. The name of the company has been struck off from the Register of Companies maintained by the respondent ROC, under section 248(5)
of the Act read with Rule 7 and Rule 9 of Companies (Removal of Name of the Companies from the Register of the Companies) Rules, 2016.
It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on
22.09.2010, under the Companies Act, 1956 having CIN U92120DL2010PTC208617.
The registered office of the company Patchitra Productions Pvt. Ltd. is situated at 139-E, Pocket-4, Mayur Vihar, Phase-I, Delh110091.
The main objective of the company is
• To carry on the business of setting production houses for print media, films, advertisements and other medium of communication.
• And other main objects
The Appellant submits that the name of the company was struck off due to the default in statutory compliances in filing of the financial statements
for years 2014-15, 2015-16 and 2016-17.
It is the claimed that neither the Appellants nor any other person on behalf of the company have received any notices from ROC before publishing
the name of the appellant company in the Official Gazette on 27.04.2017.
The appellants further submit that without going into controversy of legality of striking off and in order to expedite the restoration of the name of the
company on the Roll of the ROC portal the Appellant has brought forward the following facts about it being in operation and functional during the
period of striking off:
a. The copies of financial statements of the company for the financial year from 2014-15 to 2016-17. The company balance sheet reflects the losses
of Rs. 3,13,558/- in the year 2016-17.
b. The Company is maintaining and operating the bank accounts with Axis Bank. The copy of the statement of bank account of the company reflects
the closing balance amount of 51,569/- as on 18.03.2017.
c. The copies of Income Tax Returns filed for the assessment year 2016-17 only. The company had paid tax to the tune of Rs. 80000/- for year 2016-
17
d. The copy of GST registration certificate having registration No. 07AAFCP6912L1Z4 ON 26.06.2017.
e. The copy of various invoices raised by the company from year 2013 to 2016.
It is further 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 unintentional and as such there was no wilful or mala-fide motive behind nonfiling of the Financial Statements and Annual
returns.
The Registrar of Companies filed reply and 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 filed its report. There is no demand pending from the Income Tax Department.
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 sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct
company as per section 252(3) 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.
13.Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is 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.