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Judgment
This appeal has been filed by the company alongwith its three Members under Section 252(1) of the Companies Act, 2013 (for brevity as '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. ROC-
DEL/248(5)/STK-7/2879.
The company was incorporated on 02.08.2011 under the provision of Companies Act, 1956 and with the Registrar of Company, New Delhi having
CIN U74999DL2011PTC223139.
The company is having its registered office at 2643 ground floor, Kalam Masjid, Hinduwara Bazaar, Sita Ram, New Delhi-110006.
The authorized share capital of the company as on March 31st 2017 is Rs. 1,00,000/- divided into 10,000 equity shares of Rs.10/- each and Issued,
Subscribed and Paid up share capital is Rs.10,00,00/- divided into 10,000 equity shares of Rs.10/- each fully subscribed.
The company (for brevity 'the Company') is established with the aim and objective of cleaning the environment with the help of recycling of waste
as per the guidelines of Ministry of Environment, Forest and Climate. The main objectives of the company are:
a. To carry on business of manufacturers, manipulators, fabricators, re-cyclers, assemblers, designers, processors, buyers, sellers, importers, exporters,
factors, brokers, agents, consultants, traders and/or distributor of and dealers in all kind of electronic items, ferrous and non ferrous metal products
including alloy ingots, castings, automobile components, dies and moulds, art ware, electrical and other engineering casting goods made of aluminum,
zinc copper, iron and steel, plastic or any other ferrous, metallic or non-metallic substances.
b. And others.
The company is closely held private limited company and had commenced its business/ operations immediately after receiving the certificate of
incorporation from the Respondent and been carrying on its business till date. The appellants have stated that no notice under section 248(1) of the
Act in the form of STK-1 was served on any of the Appellants before striking of the name of the petitioner's company.
The appellants have submitted that they have duly complied with all the procedural compliances as may be applicable to them and have duly
prepared, approved and adopted its Financial Statements but have failed to file the same with the Registrar of Companies, since its incorporation, due
to lack of professional guidance.
The Company has brought forward the following facts about it being in operation and functional during the period of striking off:
i. Copy of Bank Statement of the Company for the financial year 2015 to 2017 showing balance of around Rs. 40,000 with various transaction details
of the company, claiming the status of company as active for the respective financial year.
ii. Copy of the VAT/CST returns with acknowledgement receipts for the financial years 2014-15 to 2016-17 reflecting the purchase turnover of Rs.
2,82,000/- and sales turnover of Rs. 6,40,660/- for the IV Quarter of 2016-17.
iii. Copy of E-way Bills and Tax Invoices raised against the collection of e-waste from the client/ s of Rs. 300,098.48/- dated 22.12.2017 during the
period of striking off.
iv. The appellants have submitted the brief list of company's clients and business done during the period of striking off.
v. Copy of Electricity bill issued by Pashimanchal Vidyut Vitran Nigam Ltd for the period dated 11.07.2017 and 10.18.2017 reflecting payment of Rs.
1,18,676.00/-.
vi. The appellants have also submitted the Copy of Uttar Pradesh Pollution Control Authorisation issued on 24.08.16 to operate the facility for
collection storage, dismantling, segregation and disposal of e-waste by The Company having authorisation no. G-09/order_246/ 16 which is valid till
calendar year 2020; Copy of certificate of Importer Exporter Code issued by Office of Additional Director General of foreign Trade, Ministry of
Commerce and Industry; Copy of compliance certificate from NAID (National association for Information Destruction) for E-Waste and electric
waste recycling duly register deutsche accreditation board which is valid till 01.08.2019; and the Copy of ISO Registration 14001:2015 for E-Waste
and electric waste recycling which is valid till 30th August 2019 reflecting various operation of the Company.
It is 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 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 consider for revival.
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(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 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.
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 Roc 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.
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.