RRG Worldwide Private Limited vs Registrar Of Companies West Bengal

P. Mohan Raj, Member (Judicial)

This Company Petition has been filed by one of the Shareholders of the petitioner company, M/S. RRG WORLDWIDE PRIVATE LIMITED, (Struck Off) under Sub-section 3 of the Section 252 of the Companies Act, 2013 (hereinafter referred as “Act”) for restoration of name of the struck off company in the register of companies, maintained in the office of the Registrar of Companies, West Bengal. It is stated that the name of the Company was struck off on February 3, 2022.

It is contended that “due to COVID-19 and Internal Problems of the Company”, the petitioner could not file Annual Returns and Financial Statements for the relevant financial years 2017-18, 2018-19, 2019-20 and 2020-21. Upon the said contentions, the Ld. Authorised Representative for then petitioner prayed for passing of an order for restoration of the name of the appellant company. These statements have now been presented in the petition.

Notices were issued to the Registrar of Companies, West Bengal and Mr. Dizianlung Panmei, the Assistant Registrar of Companies, West Bengal has submitted its report, bearing the Report No.: ROC/Legal/252/2022/13959 at the Registry with copy to the petitioner. It was stated in the report that only after compliance of the requirements to be met under Section 248 of the Act, Registrar of Companies, West Bengal has struck off the name of the petitioner company from theregister maintained by the Registrar of Companies, West Bengal.

It is observed that the Petitioner Company has the Share Capital to the tune of 1,50,000/-, Reserve and Surplus of Rs. 3,124.94/-, the Current Liabilities is of Rs. 78,706/- and Total Revenue is of Rs. 11,000/- as per the Balance Sheet as at March 31, 2022. Moreover, the Petitioner Company has the Share Capital to the tune of 1,50,000/-, Reserve and Surplus of Rs. 160/-, the Current Liabilities is of Rs. 72,362/- and Total Revenue is of Rs. 6,740/- as per the Balance Sheet as at March 31, 2021. Further, the Petitioner Company has the Share Capital to the tune of 1,50,000/-, Reserve and Surplus of Rs. 163/-, the Current Liabilities is of Rs. 67,362/- and Total Revenue is of Rs. 6,650/- as per the Balance Sheet as at March 31, 2020. Thus, unless the name of the Petitioner Company is restored on the Register of Companies maintained by the ROC, Kolkata, West Bengal, the petitioner as well as its shareholders shall suffer irreparable loss and hardship and will be highly prejudiced. In this context, we refer the observation of the Hon’ble NCLAT in Alliance Commodities Private Limited v. Office of Registrar of Companies-West Bengal MANU/NL/0284/2019 such as the Section 252(3) of the Act envisages the impugned power of the Tribunal to order restoration of a Company whose name has been struck off from the Register of Companies, if such company, any member or creditor or workman thereof feeling aggrieved by such striking off applies before the Tribunal seeking restoration of the struck off company to the Register of Companies before the expiry of twenty years from the publication in Official Gazette of notice under Section 248(5) of the Act. The exercise of such power is properly regulated and depends upon satisfaction of the Tribunal that the Company at the time of its name being struck off was carrying on business or in operation or otherwise it is ‘just’ that the name of company be restored.

The Registrar of Companies, West Bengal has not objected to this application for restoration of the name of the petitioner company. on perusal of documents, we are satisfied that it is just that the name of the company is restored to the register of Companies. Therefore, the plea raised in the Company Petition deserves consideration. Accordingly, the Company Petition is to be allowed upon payment of cost of Rs. 40,000/-(Rupees Forty Thousand only), which would meet ends of justice in the peculiar nature and circumstances of the case in hand.

Accordingly, in exercise of the powers conferred on the Tribunal under Section 252 of the Companies Act, 2013, the petition is allowed upon the following: -

(a) The Registrar of Companies, West Bengal, the respondent herein, is directed to restore the original status of the petitioner Company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner Company from “STRUCK OFF” to “ACTIVE”;

(b) The petitioner Company is directed to file all pending statutory document(s) including Annual Accounts and Annual returns for the financial year 2017-2018, 2018-2019, 2019-2020 and 2020-2021 along with prescribed fees/ additional fee/fine as decided by Registrar of Companies, West Bengal within 45 days from the date on which its name is restored on theregister of companies maintained by the Registrar of Companies, West Bengal;

(c) The restoration of the Company's name is also subject to the payment of cost of Rs. 40,000/- (Rupees Forty Thousand Only) through online payment in www.mca.gov.in under miscellaneous fee by mentioning particulars as “Payment of cost for revival of company pursuant to orders of NCLT, Kolkata Bench in C.P. No. 287/KB/2022”;

(d) The Petitioner is directed to deliver a certified copy of this order with Registrar of Companies, West Bengal within thirty days of the receipt of this order;

(e) On such delivery and after due compliance with the above directions, the Registrar of Companies, West Bengal is directed to publish the order in the Official Gazette under his office name and seal;

(f) This order is confined to the violations, which ultimately led to the impugned action of striking off the name of the Company, and it will not come in the way of Registrar of Companies, West Bengal to take appropriate action(s) in accordance with law, for any other violations / offences, if any, committed by the petitioner company prior to or during the period the name of the Company remained struck off.

The C.P. No. 287/KB/2022 is disposed of accordingly.

The Registry is directed to send e-mail copies of the order forthwith to all the parties inclusive of the Counsel.

Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.