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Judgment
This present Petition has been filed under Section 252(1) of the Companies Act, 2013 (Act) by RHISHI STEEL AND ALLOYS PRIVATE LIMITED through its Director Mr. Shriniwas Jayaram Palasuledesai praying for restoring the name of the company in the Register maintained by the Registrar of Companies, Mumbai (RoC).
The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:
"To Carry on the business of manufacturing, selling and buying all kind of ferrous and non-ferrous metals and alloys and as founders and metals and alloys makers in all their respective branches, To manufacture, buy, sell, manipulate, import, export or otherwise deal in metals white metals, mazaks, zamaks, solders of all kinds, special bearing alloys type metals and bronzes gun metal yellow metals and aluminum alloys alloys of and to any specification from scrap metals, virgin metals, ashes skiommings, drosses, residues, concentrate or ores."
The Petitioner submits that the company was incorporated on 28.03.1988 under the Companies Act, 1956. The Company has failed to file its Financial Statements and Annual Returns for the Financial Years 2016-2017, 2017-2018 and 2018-2019 i.e., for three years since incorporation.
The Petitioner submits that the delay in filing of the Annual Returns and Financial Statements was unintentional due to lack of knowledge of compliances of the Companies Act,2013.
The Petitioner submits that the Petitioner Company was unaware of the fact the name of the Company was struck off from the Register of Companies. It was brought to their notice when the representative of the Company sought to file documents as per the Statutory requirements. The Petitioner submits that the Company is active since incorporation and is also maintaining all the requisite documents.
The Petitioner submits that the Annual Returns and Financial Statements could not be filed due to inadvertence. The Petitioner Company submits that the Company is active from its incorporation and is maintaining all the documents as per the provisions of the Companies Act, 2013.
The Petitioner submits that the Company has Creditors amounting to Rs.31,09,948/- as on 31.03.2019, loans and advances amounting to Rs.1,06,44,223 as on 31.03.2019, fixed assets amounting to Rs.20,22,349/- are annexed hereto and placed as Annexure "A-3", "A- 4" and "A-5" respectively.
The Petitioner Company has enclosed the audited accounts for the Financial Years 2016-2017, 2017-2018 and 2018-2019 to show that it is actively involved in the business and operations.
The Petitioner Company has also enclosed copies of the acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the Assessment Years 2014-15, 2015-2016 and 2016-17.
The Respondent, Registrar of Companies submitted his Affidavit in reply on 25.08.2020 explaining the following sequence of events leading to the striking off the name of the Company:
(a) The Respondent issued Notice in Form STK-1 to the Company and its Directors informing his intention to strike off the name of the Company and seeking show cause contrary to the said action within thirty days.
(b) Further, as required under Rule 7 of the Companies (Removal of Name) Rules, the name of the Company was published on the website maintained by the Ministry vide STK-5 dated 07.09.2019 and issued notices not only to the Company and the Directors of the company, but also to all stakeholders concerned so as to receive their objections to the said intention to remove the name of the Company form the Register.
(c) In addition to the publication of the name of the Company on the website of the Ministry, the name was also published in the Official Gazette and in leading English newspaper "Times of India" and a vernacular newspaper "Maharashtra Times" seeking objection against the proposed striking off of the name of the Company.
(d) Respondent further submits that in the absence of any representation against the proposed action, the Registrar struck off the name of the Company on 08.11.2019 and the dissolution order was published on the website of the Ministry vide STK-7 on 08.11.2019.
Upon perusal of the audited accounts submitted by the Petitioner Company, it is observed that the Company has fixed assets worth of Rs. 20,22,349/- and short-term loans and advances of Rs.1,01,34,275/- Company also has short-term borrowings of Rs.71,18,933/- for year ended 31.03.2019. Fixed assets of Rs.20,81,396/- and short-term loans and advances of Rs.1,01,34,275/-.
As observed above, the books of the Petitioner Company reflects that Members intend to continue its business operations Therefore, given the above facts and circumstances, in the interest of justice the name of the Company deserves to be restored in the Register of Companies maintained by the Respondent.
ORDER
The Appeal in CP No. 1008/252(1)/MB/C-II/2020 is allowed on contest. The impugned order dated 08.11.2019 striking off the name of the Company from the Register of Companies is set aside. The name of the Company be restored in the Respondent's Register of Companies, subject to the following.
i. The Appellant shall within two months hence file all the pending financial statements and annual and statutory returns with the Respondent as required under the Act and Rules made thereunder.
ii. The Appellant shall within 30 days deliver a certified copy of the order and pay a sum of Rs. 20,000/- (Rupees Twenty thousand only) towards cost to the Respondent.
iii. Upon compliance, the Respondent on receipt of the Order shall in his official name and stamp publish the order in the official gazette and restore the name of the Company in the Register of Companies forthwith.
iv. The Order however shall not fetter the authority of the ROC to take appropriate action against the Company for any other violation either prior to 08.11.2019 or in the interregnum.
v. Needless to say, failure to comply with any of the above conditions would nullify the effect of this order.