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Judgment
This Appeal has been filed by the Company named "Sterling RHI Printographics Private Limited" hereinafter referred to as "the Appellant-Company" invoking the provisions of Section 252 (3) of the Companies Act, 2013 (the Act) for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi & Haryana. The company has authorised capital of the Appellant-company is Rs.25,00,000/- and paid up share capital of Rs.10,00,000/-.
As per the averments, M/s.Sterling RHI Printographics Private Limited was incorporated on 15.03.2007 as a private limited company and has its registered office at A-28/1, Mayapuri Industrial Area, Phase-I, New Delhi 110064 Having CIN No.U29118DL22007PTC160566.
Since incorporation, the appellant-company has been carrying on all or any of the business of printers, publishers, Lithographers, type founders, stereotypes, electrotypers, photographic, printers, photo lithographers, chromo-lithographers, engravers, die linkers, book-binders, paper Bag, Boxes and cardboard boxes and other by products, designers, card printers, calendar printers, translators, papers and ink or the stationary goods manufacturers of or importers and exporters of any other articles , goods finished or unfinished or other things of a character or kind similar or analogous to the foregoing or any of them or connected directly with them.
To own undertake, manage acquire and carry on business of publishing books, periodicals, journals, magazines, periodicals, newspapers, pamphlets and other literary works and like as either owners or lessors etc.
A sweeping action was initiated by the ROC at the instance of MCA in striking off the names of several Companies who had failed to file their Statutory Returns. The appellant had failed to file its Financial Statements and Annual Returns since the Financial Year ending 31.03.2013 thereby giving rise to the surmise that the business of the company was not in operation. Consequently, its name was struck off by the Respondent from the Register of Companies under Section 248 of the Companies Act, 2013 vide Notice No. ROC-DEL/248/STK-5/2336 dated 13.06.2017 followed by struck off Notification No. ROC/DELHI/248(5)/STK-7/5071 dated 01.09.2017.
The appellant -company admitted their default in carrying out the statutory compliances but submits that the same was due to there being no permanent employee to file Annual Returns and Balance Sheet of the Company and lack of professional guidance, inadvertence and oversight. However, the appellant has submitted copies of its Financial Statements and Annual Returns for 2012-13, 2013-14, 2014-15 and 2015-16 with the petition and original submitted to the respondent.
The Appellant submits that the Appellant -Company has been fully complying in filing Annual Returns, Balance Sheets with the RoC since its incorporation. It is only for the last few years the requisite documents have not been filed beause of reasons there was a non-coordination between the Applicant and the processional being engaged for carrying out the said activities. Due to miscommunication, the statutory filing was not done with the respondent-RoC.
In order to corroborate above submissions the petitioner has placed before us the following evidence:
i) The Company has submitted Copies of Audited financial statements for the period ending 2013-14, 2014-15, 2015-16, Bank Statement with the Appeal and submitted originals to the respondent. Appellant has also undertaken to file the pending Annual Reports and Balance Sheet.
ii) The Appellant-company attached copies of acknowledgements of Income-tax Returns for the A.Y. 2016-17 and 2017-18 with the Appeal.
iii) The Appellant-company attached copy of Regular Allotment letter of issued to Appellant-company in 2008 by Haryana Urban Development Authority, Faridabad, Haryana allotting Industrial plots of land No.1150 and 1151 measuring 4000 sq. meter in Sector 58 at Faridabad, Haryana valuing Rs.1,61,00,000/- for which the Conveyance Deed was executed on 29.11.2012.
iv) The Appellant-company also attached status Report dated 21.5.2019 from Assistant Commissioner of Income-tax (OSD), Ward 24(2), New Delhi stating that the Appellant company had filed ITRs from 2014-15 to 2018-19 and neither any tax is pending not any proceedings are pending at the appellant-company.
v) The Appellant-company had minus reserves as on 31.3.16 and 31.3.2017 and had Borrowings from public to the tune of Rs.5,85,88,000 during 31.3.2016 and 2017 and Tangible Assets of Rs.5,38,14,754 as on 31.3.2016 and Rs.5,39,16,913/- as on 31.3.2017 and Bank balance of Rs.89,606/- and had given short-term loans and advances of Rs.46,54,974/-.
The matter came up for hearing before the Bench on 11.03.2021 and the Order was reserved.
The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act, 2013 which includes that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its Register.
The appellant has been able to satisfy this Bench that it has complied with the statutory requirements and has certain assets which necessitate and justify restoration of its name in the Register of Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures. Merely to disallow restoration on grounds of its failure to file annual returns would neither be just nor equitable. As per several decisions of various Courts it should only be in exceptional circumstances that Courts should refuse restoration where the company has been struck off for its failure to file annual return as that would be excessive or inappropriate penalty for that oversight.
Accordingly, the appeal is allowed subject to payment of costs of Rs.25,000/- to the Prime Minister Relief Fund. The restoration of the Appellant Company's name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of all formalities, including payment of any late fee or other charges which are leviable by the respondent for the late filing of statutory returns. The name of the petitioner company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name of the company had not been struck off.
The direction for freezing the Bank Account(s) of the Appellant company, if on this ground, shall consequently be also set aside immediately to enable the company carry out its business operation. Compliance of this order for restoration shall be made by the respondent with all its consequential effects within one week of compliance by the appellant.
The appeal is allowed and disposed of accordingly.
Let the copy of the order be served to the parties.