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Judgment
This appeal is filed by the company, Roda Engineering Private Limited (for brevity the `Company'), along with its two director, under Section 252(3)
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 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 by Registrar of Companies, the respondent herein.
The company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 30.11.2012 under the
provision of Companies Act, 1956 having CIN U29199DL2005PTC143125.
The company is having registered office at 22b/14A, Himgiri Apartments, Kalkaji Extension, New Delhi-110019.
The Authorized capital of the Company is Rs.1,50,000 /-divided into 15,000/- equity shares of Rs.10/- each and paid up capital of Rs. 1,00,000/- fully
subscribed divided into divided into 10,000 Equity Shares of Rs.10/- each.
The main objects of the company are:
i. To carry on the business consultants, engineers, designers, fabricators, convertors, molders, smalters of mechanical, electrical, electronic, and other
type of components &tools, control panels, assemblies, sub- assemblies and machines parts and all kinds of tools.
And others.
As per the notice due to non- compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements
since financial year 2013, the name of the company was struck off and dissolved in terms of provision of Section 248(1) 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 appellants submit that the name of the company was struck off by the Registrar of Companies with effect from 07.06.2017 for the reasons
mentioned in the show cause notice issued by Registrar of Companies, New Delhi bearing Notice No. ROC-DEL/248(5)/STK-7/2879 dated
27.04.2017. However, after serving of said notice, the company had filed its belated Annual Return and Balance Sheets for the financial year ending
on 31.03.2013 to 31.03.2016 on 13.06.2017.
The Appellant has brought forward the following facts about the company being in operation and functional during the period of striking off:
i. The copy of Bank Statement of the company, issued by Bank of India from 01.01.2017 to 31.12.2017 having closing balance of Rs. 5,14,680.07/-
reflecting various transactions done by the company.
ii. The copies of financial statements of the company for the financial years from 31.03.2014 to 31.03.2017. The turnover as per last audited Profit and
Loss Account as on 31.03.2017 is Rs. 49,36,093/- and corresponding profit is Rs. 56,832/-.
iii. The trade payables for the financial year 2016-17 is Rs. 2,043,476.02/-.
iv. Copy of GAR 7 having SRN G45911476 dated 13.06.2017 showing payment of tax of Rs. 3900/-
v. The copies of Income Tax Returns filed for the assessment year 2013-14 to 2017-18. The company has income tax refund for AN. 2016-17 of Rs.
29,720/- and has paid income tax of Rs. 6,580/-.
vi. Copy of List of Employees and employee benefit expenditure of Rs. 9,76.893/- during the financial year 2016-17.
vii. The copy of VAT Return in Form DVAT 56 having TIN 07180307669 for the period from 01.04.2016 to 03.08.2017 showing tax payable of Rs.
56,269/-
viii. The copy of GST Return in form GSTR-3B for the month of August to December in financial year 2017-18 having GSTIN 07AACCJ8147N1Z2
showing total tax payable of Rs. 56,520/- for the month of December 2017.
It is further submitted by the Appellant 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 considered for revival.
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 Registrar of Companies 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.
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.
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.