R V Electroplast Private Limited vs Registrar Of Companies

Dr. Deepti Mukesh, J

The present appeal is filed byM/s R V Electroplast PrivateLimited(for brevity the 'Company'), through its directorunder Section 252 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 notification no. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018by Registrar of Companies, the respondent herein.

The Appellant states that the companywas incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana under the Companies Act, 1956on 05.06.2014with CIN U25190 DL2014 PTC267824,having its registered office at ZB, 37/487, Dilshad Garden, Industrial Area, Zulfe Bengal Delhi East Delhi- 110095, 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:

(i) To manufacture, buy, sell, export, import, deal in, assemble, fit repair, convert, over-haul, alter, maintain and improve all types of electronic components, devices, equipments and appliances, equipments such as television and wireless apparatus including radio receivers and transmitters, tape recorders, broadcast relay and reception equipments, phonograph and other equipments used in and or for audio and visual communications, apparatus and equipment including those using electromagnetic waves intended for radio-telegraphic or radio-telephonic communication photocopiers, electronic lighting controls, continuous fan motor speed controls, continuous flashers and fire alarm systems, digital and electronic clock, time relays, punch card machine, electromechanical pneumatic controls, computers and automatic calculators, X- ray machines and tubes, surgical medical and other appliances intended for electro and other therapy treatment and in all types of tapes, magnetic and otherwise, photographic films, projectors and camera's and capacitors, resistance, condensers, semi-conductors, transistors, rectifiers, integrated and hybrid circuits, relays, potentio meters, connectors, printed circuits, coils, chokes, transformers, switches, volume controls, plugs, socket, aerial gears, diodes and allied items intended for and used in electronic devices and in air conditioners, refrigerators, washing machines, heaters and cooking ranges and other types of domestic appliances and any type of equipment used in the generation, transmission and receiving of sound, light and electrical impulses and component parts thereof and other materials used in or in connection with electronic and electrical industries.

(ii) And the 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. 16284) whereby name of 24280 companies have been struck off w.e.f. 08.08.2018 from the Registrar of Companies.

As per the ROC, Appellant hadnot filed its Financial Statements and Annual Returns from the Financial Year since its Incorporation, thereby giving rise to the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of Section 248 of the Companies Act, 2013 read with Rule 7 and Rule 9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

The Appellant has brought forward the following documents about it being in operation and functional during the period of striking off:

(a) Copy of Lease Deed executed on 22.07.2015, of Industrial Plot No.- 21, Udyog Kendra-I, Ecotech- III, Area 1035 sqm., in the layout plan of Greater Noida Industrial Development Area, Distt- Gautam Budha Nagar between Greater Noida Industrial Development Authority and M/s R V Electroplast Private Limited.

(b) Copies of Audited Financial Statements of the company for the period from F. Y. 2015-2016, 2017-18. The Balance Sheet as on 31.03.2018 reflects Assets in form of Tangible Assets of Rs. 6,554,981/-, Current Assets in form of Cash and cash equivalents of Rs. 82,500/-.

(c) Copy of Certificate issued by Office of the Deputy Commissioner of Industries dated 09.11.2017.

(d) Copy of Registration Certificate issued by Ministry of Micro, Small & Medium Enterprises dated 04.12.2017 being Udyog Aadhaar Memorandum.

ROC has filed its reply and stating that they have no objection if the name of company is restored in the Register of Companies, subject to appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as prescribed under the Companies Act, 2013.

The Income Tax Department has filed its reply on 20.01.2020 in which it has been submitted that the Company has not filed its Income Tax Return for the A. Y. 2013-14 to 2017-18. It further states that there are no pending cases against the Company and no cash deposits have been made by the company in the period of demonetization.

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 nameorwhere 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.