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Judgment
The present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (“Act”) by Pilley Ganesh Kanahaya (Director and shareholder) of Shree Sheet Metal Processors Private Ltd. (“the Company”), praying for restoration of the name of the Company in the Register maintained by the Registrar of Companies, Mumbai (ROC).
The Petitioner submits that the Petitioner company was incorporated to be a manufacturing company, which specializes in manufacturing (metals & chemicals, and products thereof). The Company is involved in casting of metals, which includes casting of finished or semi-finished products, producing a variety of goods, all characteristic of other activity classes.
The Petitioner submits that the Company was incorporated on 06.07.2010 under the Companies Act, 1956. The Authorized Share Capital of the Company is Authorized Capital of Rs. 1,00,00,000 (Rupees One Crore Only) consisting of 10,00,000 equity shares of Rs. 10/- each and Paid-up share capital of Rs. 1,00,000 (Rupees One Lakh Only) consisting of 10,000 equity shares of Rs. 10 each fully paid up.
The Petitioner herein is the Director and Shareholder of the above mentioned struck-off Company. The Petitioner states that the Company has been active since incorporation and has also been maintaining all the requisite documentation, as per the provisions of the Companies Act, 1956 & 2013. The Financial Statements & Annual Returns for 2016-17, 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22 of the Company could not be filed due to inadvertent reasons.
The Petitioner submits that the Company could not maintain its books of account post the financial year ending on 31st March, 2016 due to unforeseeable circumstances and unpredictable events completely beyond the control of the directors of the company. Furthermore, in view of certain issues arising due to laxity and negligence on part of the professionals, the Directors were unable to obtain the requisite documents required for compiling and filing the Financial Statements with the esteemed office of the Respondent for the consequent years.
The Petitioner though willing to comply with the Companies Act, 2013 requirement, but was unable to complete the same due to non-availability of information. This resulted in the financial statements neither be compiled nor audited nor filed which eventually led to the company's name being struck off by the Respondent from the Register of Companies.
The Shareholding pattern of the Shareholders is as given
Subscribers Name
No. of Shares
Per share
Total Amt.
Mr. Dharmesh Rajendra Chokshi
5000
10 /-
50,000/-
Mr. Pilley Ganesh Kanahaya
5000
10/-
50,000/-
The Petitioner submits that the Company has an authorized share capital of Rs. 1,00,00,000 (Rupees One Crore Only) and holds assets of substantial value, aggregating to Rs. 67,39,548/- (Rupees Sixty-Seven Lakhs Thirty-Nine Thousand Five Hundred Forty-Eight Only) as on 31.03.2016. Moreover, the directors of the Company are in the process of selling the assets and therefore, the Company is required to be revived.
In support of the above, the Petitioner annexed with the Petition a director’s report, audited financial statements of the Company for F.Y 2010-11,2013-14,2014-15,2015-16,2016-17,2017-18,2020-21,2021-22,2022-23, a copy of Form 23AC for the year 31.03.2014, a copy of Annual return in Form MGT-7 for the year 31.03.2016, a copy of the Form AOC-4 for the year 31.03.2016.
The Company has incurred a loss of Rs. 12,90,171 /- for the F.Y 2022-23.
As per the Respondent, the Company has failed to comply with the statutory compliances under the Companies Act, 2013 by not filling its statutory returns for a continuous period of more than two years, hence, the Company had been considered for being struck off by the Registrar of Companies, Mumbai, in suo moto action under the provision of Section 248 of the Companies Act, 2013 and also in pursuance of the circulars issued by the Ministry of Corporate Affairs, Government of India, New Delhi from time to time.
It is submitted that a notice in Form STK-I was given to the Company. The RoC/Respondent had issued a public notice in form STK-5 dated 07.09.2019 with it being published on the website on 29.08.2019 and in a leading newspaper (Times of India) and newspaper in vernacular language (Maharashtra Times-Marathi) seeking objections against the proposed striking off the name of the Company from the records of RoC.
In absence of any representation against the proposed striking off action, the Registrar (Respondent) struck off the name of the Company on 08.11.2019 and the dissolution order was published on the website of the ministry vide STK-7 on 16.11.2019.
We have considered the plea of the Petitioner and the Respondent /RoC. The Petitioner is seeking restoration of its name in the Register as maintained by Respondent /RoC relying on the grounds of negligence on part of the professionals, the directors were left unaware and in dark of the modalities and other processes that were needed to be complied with, though the directors despite being ready and willing, were unable to file any financial statements subsequent to the Financial Year ending on 31st March, 2016.
Upon perusal of the records placed, it is seen that the Company was struck off on 08.11.2019 by the Respondent/RoC. Taking into consideration the documents provided and the submissions made, and the provisions of Section 252(1) of the Companies Act, 2013, we are of the opinion that there are just and proper reasons to restore the name of the Company in the Register of Companies from the struck off date. In view of the same, the order passed by the Respondent/RoC in striking off the name of the Company is hereby set aside, subject to the following directions:
I. The Registrar of Companies, Mumbai is ordered to restore the original status of the Petitioner Company (Shree Sheet Metal Processors Private Ltd.) as if the name of the Company has not been struck off from the Register of Companies with resultant and consequential action like changing the status of Company from ‘strike off’ to ‘active’.
II. The Company shall within a period of 30 days from the restoration of the Petitioner Company’s name in the Register being maintained by the RoC, the file form INC 20A, annual returns and balance sheets and all other statutory documents as are required to be made/filed under the Companies Act, 2013 for the period from which there has been default with requisite charges/fees as well as additional fee/late charges.
III. The restoration of the Company’s name is also subject to payment of cost of – Rs. 1,50,000 /- @ Rs. 25,000 for each year in which such default occurred i.e. from 2016-17 to 2021-22.
IV. The imposed cost shall be paid by way of Demand Draft drawn in favor of “Pay and Accounts Office, Ministry of Corporate Affairs, Mumbai” within 30 days from the receipt of this order.
V. This order of restoration of the name of the Company in the Register shall not automatically entitle the directors of the Company to hold directorship, if they are otherwise disqualified under Section 164 of the Companies Act, 2013.
VI. This order allowing the petition shall not circumscribe the power of the Respondent to proceed against the petitioner Company and its directors as mandated for alleged late filing of any returns, forms, documents and such other compliance under the provisions of the Companies Act, 2013.
The Petition stands allowed on the aforementioned terms.