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Judgment
Shyam Babu Gautam, Member Technical
This is a Company Petition No. 77/MB/2022 filed under Section 252(3) of the Companies Act, 2013 (hereinafter called as ‘the Act’) filed by Mr. Rajesh Ravi Valiparambil, Promoter and Shareholder and M/s. Schnell Global Industries Private Limited (hereinafter called as ‘the Company’) seeking a direction to the Registrar of Companies, Pune (hereinafter called as ‘the ROC’), to restore the Company in the Register of Companies.
Brief averments of the Application are that the Company was incorporated on 31.03.2010, having its registered office at Villa No. R18, Empire Estate, Chinchwad, Pune Mumbai Road, Pune - 411033, in the State of Maharashtra. The Authorised Share Capital of the Company is Rs.1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 number of Equity Shares of Rs.10/-(Rupees Ten each only) and Paid up Capital of the Company is Rs.14,23,330/- (Rupees Fourteen Lakhs Twenty-Three Thousand Three Hundred and Thirty Only) divided into 1,42,333 number of Equity Shares of Rs.10/- (Rupees Ten each only). The main objectives of the Company are given in the Memorandum of Association.
The Petitioner Company has failed to file its Financial Statements & Annual Return for the Financial Years 2013-14 to 2016-17. The Respondent has, therefore, initiated action under Section 248(1) of the Act for striking off the name of the Company from the Register of Companies and consequently the name of the Petitioner Company was struck off from the Register of Companies has issued a notice Form-STK-5. Further in pursuance to sub section (5) of Section 248 of the Companies Act, 2013 and as under Rule 9 of the Companies (removal of Names of Companies from the Register of Companies) Rules, 2016 had issued a Public Notice as in Form no. STK 7 as on 11.07.2017 and the same was placed on the website of the Ministry of Corporate Affairs, by the Registrar of Companies.
The reason given by the Company for non-filing of Returns is due to some mis understanding among promoters of the Company and a dispute arose between the shareholders and directors of the Company. The matter of dispute was taken by the Petitioner to Hon’ble Company Law Board by filing a petition under section 397, 398, 402 and 406 of the Companies Act, 1956 on 27.11.2013. The Company was carrying on its business which also lead to dispute with sales tax office and the final order towards the dispute and after appeal was received by the Company on 25.11.2019 determining the liabilities of the Company under MVAT Act. Therefore, the present petition is filed for restoration of the name of the Company in the Register of Companies.
The Registrar of Companies, Pune, who is the Respondent herein, has filed Counter Affidavit wherein the details of the Company such as date of incorporation, address of the registered office and period for non-filing of statutory returns for the financial years. While submitting the above facts the Registrar of Companies has stated that the sufficient opportunity was given to petitioner to comply with the provisions of Companies Act, 2013 by filing Annual Return and Financial Statement of Company after issuance of notice STK1 up to notice STK 7.
In response to this, the Petitioner has submitted that the notice of Companies as dated 03.03.2017, 07.03.2017, 09.03.2017 as stated to be send/issued by the Registrar of Companies to the Company are not received at the Registered office of the Company. Further, the petitioner or the Company has not been given any chance of personal hearing before the name of the Company has been struck off. The contention of the Registrar of Companies that the Company has not been carrying on any commercial business is incorrect as the said Company has already booked and invested in immovable property for setting up the factory land admeasuring 6000 square meters at Plot No- A5, Chakan Industrial Area, PH-II, MIDC, Pune.
Heard. Perused pleadings and documents filed in support of the contentions of both parties.
ORDER
Having satisfied with the reasons mentioned above, this Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies.
The Company shall file all the pending Financial Statements and Annual Returns with ROC as per the Act and Rules made thereunder besides filing an Affidavit stating that the Company was neither involved in money laundering activities during the demonetization period nor any unlawful activities during the relevant period.
Further, the Petitioner Company is directed to pay the cost of Rs. 25,000/- per year (FYs 2013-14 to 2021-22) for which the Company has failed to file its Financial Statements & Annual Return, amounting to Rs. 2,25,000/- (Rupees Two Lacs and Twenty-Five Thousand Only) to the Bharatkosh and submit the receipt along with the other documents to the ROC.
The RoC is directed to restore the Company in the Register of Companies. The Applicant is directed to place this Order with ROC within 30 days from the date of receipt of this Order.
Accordingly, the C.P.77/MB/2022 is hereby disposed of.