Sugam Vinimay Private Limited vs Registrar Of Companies

Balraj Joshi, Member (Technical)

This is a Company Petition is filed by Mrinmay Ghosh (hereinafter referred as “Petitioner”) one of the shareholders of the Sugam Vinimay Private Limited (Struck Off), (hereinafter referred as “Petitioner Company”) under Sub-section 3 of Section 252 of the Companies Act, 2013 for restoration of its name in the Register of companies, maintained by the office of the “Registrar of Companies”, Kolkata, West Bengal (hereinafter referred as “ROC”). It is further stated that the name of the Company was struck off on 03.02.2022.

The Struck off Company was incorporated on 06.09.2006 as a private limited company by ROC, Kolkata limited by shares under the provisions of the Companies Act, 2013. The authorized capital of the Company in Rs. 18,10,000/- and the issues, subscribed and paid-up share capital of the Company is Rs. 18,03,850/-.

It is contended that ROC put the name of the Petitioner Company as “Struck Off” from the Register as the Petitioner Company failed to file the Financial Statements and Annual Returns for the financial years ended 2018-2019, 2019-2020 and 2020-2021 as required under the Sub-section 5 of Section 248 of Companies Act, 2013.

It is further contended that due to lack of professional guidance, oversight and inadvertent reasons, the Struck Off Petitioner Company was unable to file its Financial Statements and Annual Returns for the Financial Years 2018-2019, 2019-2020 and 2020-2021 with the ROC and the Struck Off Petitioner Company has produced copies of the said Financial Statements and Annual Returns for the Financial Years 2018-2019, 2019-2020 and 2020-2021.

It is further contended that the ROC without considering or evaluating the fact that the Struck Off Petitioner Company is a genuine and working company on the date of strike off by the ROC.

It is further contended that unless the name of the Petitioner Company is restored on the Register of Companies maintained by the ROC, Kolkata, West Bengal, the petitioner as well as its shareholders shall suffer irreparable loss and hardship and will be highly prejudiced. It is seen that the company has the current assets to the tune of Rs. 371,86,118/- out of which Rs. 41,10,600/- are trade receivables. On the said contentions, the Ld. Counsel for the Petitioner prayed for passing of an order for restoration of the name of the appellant company.

Notices were issued to the Registrar of Companies, West Bengal. The Deputy Registrar of Companies, West Bengal has submitted a report bearing the No. ROC/Legal/252/2022/12092 dated August 17, 2022. It was stated in the report that only after compliance of the requirements to be met under Section 248 of the Companies Act, 2013, the ROC, West Bengal has struck off the name of the company from the register.

ROC, West Bengal has not objected to this application for restoration of the name of the company. On perusal of the application, the Bench is satisfied that the name of the company should be restored to the register. Accordingly, the present petition is allowed on the following terms: -

a) The Registrar of Companies, West Bengal the respondent herein, is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from ‘Struck Off’ to ‘Active’.

b) The Petitioner Company is directed to file all pending statutory document(s) including Annual Accounts and Annual Returns for the period 2018-2019, 2019-2020 and 2020-2021 along with prescribed fees/additional fee/fine as decided by Registrar of Companies, West Bengal within 45 days from the date on which its name is restored on the register of companies maintained by the Registrar of Companies, West Bengal;

c) The restoration of the Company’s name is also subject to the payment of cost of Rs. 30,000/- (Rupees Thirty Thousand only) through online payment in www.mca.gov.in under miscellaneous fee by mentioning particulars as “Payment of cost for restoration of company pursuant to orders of NCLT”.

d) The petitioner is directed to deliver a certified copy of this order with Registrar of Companies, West Bengal within thirty days of the receipt of this order.

e) On such delivery and after due compliance with the above directions, the Registrar of Companies, West Bengal is directed to publish the order in the Official Gazette under his office name and seal;

f) This order is confined to the violations, which ultimately led to the impugned action of striking off the name of the Company, and it will not come in the way of Registrar of Companies, West Bengal to take appropriate action(s) in accordance with law, for any other violations / offences, if any, committed by the petitioner company prior to or during the period the name of the Company remained struck off.

The Registry is directed to send e-mail copies of the order forthwith to all the parties inclusive of the Counsel.

Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.