STAG Logistics Pvt. Ltd. vs Registrar Of Companies And Anr.

The appellant company M/s Stag Logistics Pvt. Ltd., (for brevity ""the company"") has filed this appeal under section 252 of the Companies Act,

2013 (hereinafter called as the Act') through its Director Mr. Kamal Kumar against the order of the Registrar of Companies (ROC), NCT of Delhi

and Haryana dated 07.06.2017. The order mentioning the name of the Company at Serial No. 19347 with CIN No. U6023DL2006PTC150091 was

duly published in Official Gazette on 30.06.2017. The name of the company has been struck off from the Register of Companies maintained by the

respondent ROC, under section 248(5) of the Act read with Rule 7 and Rule 9 of Companies (Removal of Name of the Companies from the Register

of the Companies) Rules, 2016.

It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 24th

June, 2006, under the Companies Act, 1956 having CIN U6023DL2006PTC150091.

The registered office of the company Stag Logistics Pvt. Ltd. is situated at A-123A, Road No.2, Mahipalpur Extension, New Delhi-110037.

The authorized share capital of the company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each and the issued, subscribed and paid

up capital of the company is Rs.1,00,000/- divided into 10,000 Equity Shares of Rs.10/- each.

The main objects of the company are:

a) To carry on the business as franchisees/agents of financiers/couriers/transporters or other related service organizations.

b) To carry on business of carrying, moving, handling, transportation, clearing and forwarding, break bulk, consolidation of goods, merchandise,

commodities, luggages and cargo of all kinds and descriptions and to provide other related logistics services in any part of India and/or the world, on

Air, Land and Water by any conveyance, whatsoever.

c) To carry on the trade or business of general cargo agents, courier operator, charter party contractors, shipping agents, ship booking agents, packing

agents, wreck removers, wreck raisers, auctioneers, custom house agents, commission agents, consultants, and general sales agents for any of the air

liners, steam ship companies, railways, transport companies or any such person.

d) To carry on the trade or business of general carriers, baggage transporter, forwarding and clearing agents, wholesale warehousemen, bonded

warehousemen, store-keeper, stores, consideration of cargo of any kind for carriage or storage, contact-men for cargo, changes of vessels, removers,

wharfingers, loading and unloading agents, bonded car-men and commercial men.

e) To acquire, arrange, equip, establish, employ, purchase, recondition, maintain, own take on hire or lease, import, export, run lines of aerial

conveyances, air taxis, fleet of automobile vehicles, fleet of marine boats and vessels live stocks, human and animal driven vehicles and railway

carriages and all other kinds of transport, propelled or assisted by animal power, petrol, diesel, spirit, gal, gasoline, compressed air, stream, electricity,

mechanized power, oil, atomic energy or other motive power and manual power which can be used for the purposes of transportation between places

inside or outside the country and other the same to the general public for their use.

It is stated that ROC has sent letter bearing no. De1/248(1)/ STK-1 in March, 2017 to the company pursuant to sub-sections (1) & (2) of section

248 of the Companies Act, 2013.

It is further submitted that the ROC issued public notice No. ROC-DEL/248/STK-5/721 dated 27.04.2017 in Form STK-5 inviting objections to the

proposed removal/striking off of the name of the Appellant Company from the Register of Companies within 30 days from the date of publication of

the aforesaid notice.

It is further submitted that the Company assigned the work of filing of statutory returns and documents to the accounts employees of the all

department of Company. However, they could not file the same with the Registrar of Companies, and also due to oversight, the Company could not

check the same and hence statutory documents of Annual Accounts and Return statements could not be filed since 2014 with the ROC as required.

Consequently, due to non-filing of Annual accounts and returns, name of the appellant company has been struck off by the ROC.

It is further submitted by the Appellant that the company and its directors were not aware about the striking off the name of the company from the

register of companies till one of the director checked the company Master Data available on the web portal of the Ministry of the Corporate Affairs.

The Appellant has produced the following documents and records in support of their case showing that the Company was in operation during the

striking off period and is functioning till date:

a) The Company has filed the Service Tax Returns for the period of 2013-14 to 2015-16. Thereafter the repeal of the Service Tax Act the appellant

company also registered itself under the Goods & Service Tax Act, 2017 having GSTIN No. 07AAJCS9908F1ZO dated 26.06.2017.

b) The company has filed the statutory income tax returns till financial year 2017-18. The company has paid the tax to the tune of Rs. 5,76,450/-,

hence claims that it has been operating within the four corners of law and maintaining its corporate and statutory records.

c) The Company has been carrying out day to day business, preparing annual accounts and holding its board meetings, general meetings of

shareholders as and when required and maintained proper records, registers as per law.

d) It is further submitted that Profit & Loss Accounts of the Company & Balance sheets have been duly audited by the Statutory Auditors of the

Company. All the necessary documents including the Balance Sheet, Audit Report and Profit and Loss Accounts from year 2013 upto 2017 are ready

with the Company for submission before the ROC copies of which are placed on record for perusal. The audited balance sheet for the year 2016-17

of the company reflects has incurred loss of Rs. 52,985/-.

e) The Sales-register of the company reflects the gross sale of Rs. 43,16,325/- for the period from 01.09.2017 to 16.09.2017.

f) The Company is engaged in the business of international freight forwarding and custom clearance and various invoices were issued and received by

the Company during the period of striking off.

g) The Company had 15 employees on its payroll including directors till date and paid a total salary of Rs. 4,59,000/-per month.

h) The Company also has office space taken on rent for running its operations at the premises situated at 123-A, Road No.2, Block, Mahipalpur Ext.,

New Delhi-110037.

i) The Company is maintaining and operating nine current accounts with Axis bank, HDFC bank, ICICI Bank, IDBI Bank, Yes Bank and IndusInd

Bank. The copy of the statement of bank account of the company reflects that the business of the company as a going concern, running in normal

course having balance amount of as. 30,444/- as on 08.09.2017 in IDBI Bank, Rs. 8,79,789/- as on 18.09.2017 in Axis Bank, Rs. 1,37,004/- as on

30.09.2017 in ICICI Bank and Rs. 18,547/- as on 30.11.2017 in Yes Bank.

The non-compliance in terms of filing of statutory documents with ROC was unintentional and not with any ulterior motives and is not of such a

nature as to prejudice the interest of the creditors/ shareholders and/or public at large and it is just and equitable that the revival and restoration of the

name of the company be allowed by this Tribunal.

The ROC has filed reply and have opined that subject to the compliance of section 252 of the Act and proving that the company being in business,

the name of the company may be allowed to be restored.

The IT Department has not filed its reply. Even after given multiple opportunities to the IT Department with the final opportunity via order dated

16.04.2018, the department failed to file the reply, but the company has brought forward sufficient proof of filing of the IT returns upto date and

paying of IT.

From the records submitted by the appellants as narrated above it is proved that the company was carrying on the business and it was in operation.

Hence, the objections raised by ROC is satisfied. The Income Tax Return placed on record has confirmed that the returns have been regularly filed

by the company till year 2017-18.

According to the ROC the object of Section 252(3) of the Companies Act is to give chance to the company and its member to revive the company

which has been struck off. As per the ROC objections, the restoration be allowed on the rolls of ROC in the interest of justice if the appellants are

able to prove that at the time of striking of its name it was in operation.

The appellants have also submitted that in the event of revival and restoration of the name of the company in the Register maintained by the ROC

respondent, the company shall file all outstanding statutory documents for the period 2013-2014 to 2016-2017 with filing fees and the additional fees, as

applicable on the date of actual filing along with a certified copy of order of this Hon'ble Tribunal for restoration of the name of the company.

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 ROC 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.

In view of the above facts the appeal is allowed. The notification published in the Official Gazette of India dated 27.06.2017 and the order dated

30.06.2017 in so far as the name of the company shown at Serial No. 19347 bearing U6023DL2006PTC150091 is hereby set aside. The restoration of

the company's name to the Register will however be subject to its filing all the outstanding statutory documents as required under law and completion

of all formalities, including payment of any late fee or any other charges or penalties which are leviable by the respondent for late filing of statutory

returns and also on payment of cost of Rs. 25,000/- to the Prime Minister's Relief Fund. The name of the company shall then, as a consequence,

stands restored in the register maintained by the Registrar of Companies, as if the name of the company had not been ever struck off.

The appeal stands disposed off.