RURE Mal Ilam Chand Private Limited vs Registrar Of Companies

Dr. Deepti Mukesh, J

This appeal is filed by the company, Rure Mal Ilam Chand Private Limited (for brevity the ‘Company’), through its Directors under Section

252(1) 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 21.08.2017 vide notification no. ROC-DEL/248/STK-5/2336 by Registrar of Companies, the respondent herein.

The company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of

Delhi and Haryana on 29.11.1991 having CIN U51505DL1991PTC046572, having its registered office at 137, Bikaji Cama Place, Ansal Chambers-II,

New Delhi as per master data reflected on MCA website. The Authorized share capital of the Company is Rs. 50,00,000/- and issued, subscribed and

paid up share capital of the Company is Rs.3,10,000/-.

The main objects of the company are:

i. To carry on the business of import, exports, manufacture, trade, liaison of all kinds of electronics and electrical goods including computer and

computer-based systems hardware and software consumer and professional types.

ii. And other main objects.

As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements, the

name of the company was struck off 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 Appellant has submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

The Appellant has not brought forward any facts about it being in operation and functional during the period of striking off but has supported revival

of the company by annexing documents with response to immovable property of the appellant company as lessee:

i. The copies of Financial Statements of the company for the financial years from 31.03.2003 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects fixed assets of Rs. 9,23,410.30/- and Loss of Rs. 15,065/-

ii. The copy of lease deed dated 03.04.1933 executed between New Okhla Industrial Development Authority as lessor and the appellant company as

lessee for the property situated at Industrial Plot No. 69, Block B, Sec 57, Noida, U.P. for the total premium for Rs 4,24,000/- for the term of ninety

years.

iii. The bill cum challan for water charges and telephone bill for the said property for the year 2017 & 2018.

iv. No dues certificate of Bank of Baroda for the loan repayment dated 30.03.2013.

It is further submitted by the Appellants 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 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 the appellant company has never filed income tax returns and further has no objection

in the revival of the company.

The Appellants have submitted only evidence with respect to immovable property owned by the company that it has been in operation and

therefore could not be termed as defunct company. Thus, taking into consideration the provisions of Section 252(3) 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.

The grounds contemplated under section 252 of Companies Act, 2013 namely, that of the company carrying on business or was in operation at the

time of striking off its name, and where it appears “just†to the adjudicating authority that the name of the company is to be restored to the

Register of Companies. It is also seen from the perusal of the provisions under Section 252(3), that if Tribunal is of the opinion it is “just†that the

name of the company is to be restored to the register of companies maintained by Registrar of Companies, such orders can be passed for the name of

the company to be so restored. For reference, the provisions of Section 252(3) of the Companies Act, 2013 is extracted hereunder:

252(3) “ If a company, or any member or creditor or workman thereof feels aggrieved by the company having its name struck off from

the register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of twenty

years from the publication in the Official Gazette of the notice under sub-section (5) of section 248 may, if satisfied that the company was,

at the time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored

to the register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order,

give such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as

nearly as may be as if the name of the company had not been struck off from the register of companies.

The High Courts have time and gain decided that immovable property owned by the company should form sufficient ground to consider as

‘just’ and revival of the company be permitted. In the judgments of the Hon’ble High Court of Delhi in the matter M.A. Panjwani vs

Registrar of Companies & Anr being Company Petition No. 174/2013; the Hon’ble High Court of Bombay in the matter ofP urushottamdass And

Another vs Registrar of Companies, 1986 60 CompCas 154 Bom, which in brief reflects the following:

“The Court is of opinion that it is “otherwise just†that the company be restored to the register in case of an immovable property,

restoration can be ordered.â€​

Where immovable property rights are involved and in the instant case also the facts vouch for the similar decision, it is only proper that the name of

the company be restored to the Register of Companies.

Hence, there exists a “justâ€​ ground for the restoration of the name of the appellant company in the Register of Registrar of Companies.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is 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.