Poorvanchal Gaurav Informedia Pvt. Ltd. And Ors. vs Registrar Of Companies, Delhi & Haryana

This Appeal has been filed by the Company named M/s. Poorvanchal Gaurav Informedia Pvt. Ltd.,"" having its Regd. Office at RZ-1/57. Tuglaka

Bagh Extn., South Delhi, New Delhi 110 019 hereinafter referred to as ""the Company"" invoking the provisions of Section 252 (3) of the Companies

Act, 2013 (the Act) for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi &

Haryana. The company has authorised and paid up share capital of Rs.1,00,000/-.

As per the averments, M/s. Poorvanchal Gaurav Informedia Private Limited was incorporated on 13.10.2003 as a private limited company and has

its registered office at RZ-1/57. Tuglaka Bagh Extension, South Delhi, New Delhi -110019 having CIN No. U92111DL2003PTC122603. Since

incorporation, the appellant-company has been carrying on business of Television programs, designing, animation, film software, DTH providers,

advertising software, production of films and T.V. serials, motion pictures cinematographic, documentary films, commercial films, corporate films,

T.V. news and such other exhibits of every description. To carry on in India and elsewhere the business of producing processors, making, renting,

letting of dramatic and musical albums, cinema films for exhibition and distributors of the same for educational, entertainment, cultural or other

purposes in cinema halls or clubs or other Indoor or outdoor places and to do all act and things to the aforesaid business.

A sweeping action was initiated by the ROC at the instance of MCA in striking off the names of several Companies who had failed to file their

Statutory Returns. The appellant had failed to file its Financial Statements and Annual Returns after the Financial Years ending 31.03.2012 thereby

giving rise to the surmise that the business of the company was not in operation. Consequently, its name was struck off by the Respondent from the

Register of Companies under Section 248 of the Companies Act, 2013 vide notice No.ROC-DEL/248/STK-5/721 dated 27.04.2017 followed by

Notification No.ROC/DELHI/248(5)/STK-7/2879 dated 30.06.2017

The respondent-ROC in its reply submitted that the Appellant-company has not attached Profit & Loss A/c for last three Financial year i.e. 2014-

15, 2015-16 & 2016-17 with the appeal. Therefore this office is unable to comment further. The appellant-company admitted their default in carrying

out the statutory compliances but submits that the same was due to lack of professional guidance, inadvertence and oversight.

The Appellant submits that the Appellant Company has been in continuous business operation and filing income tax returns with the competent

authorities and has certain assets which necessitate restoration of its name in the record of ROC. In order to corroborate this submission the petitioner

has placed before following evidence before the Tribunal:

i) The appellant has submitted copy of land Allotment letter dated 21.08.2007 of 90 years Lease in favour of the Appellant-company by Bihar

Industrial Area Development Authority allotting 40,000 sq. ft. at Buxar for establishment of Film Studio.

ii) The Company has submitted Copies of Audited financial statements for the period ending 31.03.2017 alongwith Auditors' Reports. As on

31.03.2017 the Appellant-company had fixed assets of Rs.10,06,121, Cash & Cash equivalents were Rs.30,123/- and as on 31.3.2018 the Fixed

Assets were Rs.11,89,425, Cash & Cash equivalent were Rs.30,123/-

iii) The appellant-company filed and annexed copies of Income -Tax Returns Acknowledgements for the A.Y. 2019-20 (Tax paid Rs.1.000/-) and

2020-21 (Tax paid : Zero) with the appeal.

The matter came up for hearing before the Bench on 18.12.2020 and the Order was reserved.

The provisions pertaining to restoration of the name of flat: company has been provided in Section 252 of the Companies Act, 2013 which includes

that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its

Register.

The appellant has been able to satisfy this Bench that it has certain assets which necessitate and justify restoration of its name in the Register of

Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant: to take remedial measures. Merely to disallow

restoration on grounds of its failure to file annual returns would neither be just nor equitable. As per several decisions of various Courts it should only

be in exceptional circumstances that Courts should refuse restoration where the company has been struck off for its failure to file annual return as that

would be excessive or inappropriate penalty for that oversight.

Accordingly, the appeal is allowed subject to payment of costs of Rs. 25,000/- to the Prime Minister Relief Fund. The restoration of the Appellant

Company's name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of

all formalities, including payment of any late fee or other charges, which are leviable by the respondent for the late filing of statutory returns. The

name of the petitioner company shall then stand restored in. the Register of the Registrar of Companies (RoC), as if its name of the company had not

been struck off.

The direction for freezing the Bank Account(s) of the Appellant company, if on this ground, shall consequently be also set aside immediately to

enable the company carry out its business operation. Compliance of this order for restoration shall be made by the respondent with all its consequential

effects within one week of compliance by the appellant.

The appeal is allowed and disposed of accordingly.

Let the copy of the order be served to the parties.