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Judgment
This appeal is filed by the company, M/s Sachdanand Cargo Packs Private Limited (for brevity the `Company'), through its Director, Mr. Kewal
Krishan Rajput, 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 30.06.2017 vide notification no. ROC-DEL/248(5)/STK-7/2879 by Registrar of Companies, the respondent
herein.
2 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 23.02.2000 having CIN U25202DL2000VIV103930.
The registered office of the company is situated at A-16, Group Industrial Area, Wazirpur, New Delhi.
The authorized share capital of the company is Rs. 20,00,000/- divided into 2,00,000 equity shares of Rs.10/-each and the issued, subscribed and
paid up share capital of the company as on date is Rs.5,17,500 /- divided into 51,750 Equity Shares of Rs. 10/- each.
The main objects of the company are:
To manufactures, processors, designers, buyers, sellers, exports, imports, and/or otherwise, dealers in all types of packing items, cardboard packing,
corrugated packing, pillow packing, plastic packing, polythene packing, gunny bags, containers, hollow wares and whether made of plastic or any
manmade fiber, leather or of other material including high and low density polythene, Polepropoline, hologaphic film, sticker and other manmade
fibrous material used in manufacture packing items, corrugated packing, plastic packing, polythene packing, gunny bags containers and to manufacture
process, buy, sell, import export or otherwise deal in all or any such products.
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 since
incorporation, 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 stated that no notice was received on Company or any of the directors or any person on their behalf, nor was it afforded any
opportunity of being heard before, striking of the name of the company.
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/non-coordination with the professionals.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank statement of the company of Punjab National Bank, reflecting various transactions done by the company during striking off and
having closing balance of Rs. 73,325/- as on 31.03.2017.
ii. The copies of financial statements of the company for the assessment years for 2015-16 and 2016-17. The Balance Sheet as on 31.03.2017 reflects
fixed assets of Rs. 8,40,105/-
iii. The copy of sale deed dated 09.11.2001 in respect of industrial Plot No. 74 sector 59, Faridabad, executed by Haryana state industrial development
corporation in favour of the company.
iv. The copy of the occupation certificate issued by Haryana State Industrial Development Corporation dated 07.08.2001 in respect of building
constructed by applicant and permanent SSI registration.
v. The copies of Income Tax Returns filed for the assessment years 2016-17 and 2017-18 as NIL returns.
vi. The copies of the invoices raised by the company for the financial years 2001 to 2017 issued by various parties.
vii. The copy of Purchase Order dated 06.09.2017 raised by the company of Rs. 44,912/-
viii. The copy of GST returns filed quarterly in Form GSTR 1 for financial year 2017-18 having GSTIN 06AAFCS0515E1ZV.
ix. The copy of list of fifteen employees presently working with the company.
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 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 in their reply 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 company 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:
a. That the company at the time of its name was struck off was carrying on business.
b. Or it was in operation
c. Or it is otherwise just that the name of the company be restored on the register.
The Appellant have submitted sufficient evidence that it has been in operation since incorporation 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.
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.