SUMAN Mercantile Pvt. Ltd. vs Registrar Of Companies And Anr.

The present appeal is filed by Ms. Suman Mercantile Private Limited (for brevity the ‘Company’) through its director, under Section 252(3)

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, issued vide bearing No. ROC/DELHI/560(5)/SM/260 dated on 31.05.2007 by Registrar of Companies, the respondent

herein.

The Appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956 on 25.03.1986 with CIN U51909 DL1986 PTC023733, having its registered office situated at D-17,

Mansarover Garden, New Delhi- 110015, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The issued, subscribed and

paid up share capital of the Company is Rs. NIL divided into NIL equity shares of Rs. NIL each, as per the Master Data Annexed.

The main objects of the company are:

(a) To carry on the business of Dealers, general order suppliers, Contractórs, Importers, Exporters, merchants, stockists, buyers, sellers,

growers, agents, brokers, Commission agents, and dealers in cotton, jute, tea, coffee, tobacco, rubber, oil, grains, pulses, seeds, vegetable

product, processed foods, cotton goods, jute goods, tobacco products, textiles, garments yarn synthetic goods, fibrous materials mill stores,

coal, dyes, chemicals, fertilisers, building materials, office appliances, domestic appliances, furnitures, decorative items, gift items, steel

utensils, plastic goods and rubber items, pulp paper, engineering goods, electrical items, electronic items, steel and cast iron items.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/560(5)/SM/260 dated 31.07.2007. Consequently, Appellant’s name

was struck off (Company’s name appearing at Sl. No. 2757) whereby name of the companies have been struck off w.e.f. 23.06.2007 from the

Registrar of Companies.

As per the ROC, Appellant had not filed its Annual Returns and Financial Statements for the financial years 1996-97 to 2006-07, thereby giving rise

to the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of

Section 248 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 brought forward the following documents about it being in operation and functional during the period of striking off:

i. Copy of Sale Deed executed on 13.01.1994 between Sh. Nirmal Kumar Fulfagar S/o- Sh. Rikhab Chand Fulfagar, and Suman Marcantile Pvt. Ltd.

property No. WZ-A/17 (old) and B-67 (new) measuring 50 sq. yds. Part of Kh. No. 1396, area of Village Bassaidapur for a sum of Rs. 50,000/-.

ii. Copy of House Tax Receipt issued by North Delhi Municipal Corporation for the financial year 2020-21 on 20.08.2020 for above-mentioned

property.

iii. The copy of Search Report dated 24.11.2020 of an Advocate with respect to the title of the property of Ms. Suman Mercantile Pvt. Ltd., as on

date.

ROC has filed its reply and stating that they have no objection if the name of company is restored in the Register of Companies, subject to appellant

filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as prescribed under the

Companies Act, 2013.

The Income Tax Department has not filed any reply.

The grounds contemplated under section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the

time of striking off its name or where it appears “just†to the Adjudicating Authority that the name of the company is to be restored to the

Register of Companies and the Section 252(1) further contemplates that one of the above three conditions are required to be satisfied before

exercising jurisdiction to restore the company to its original name on the register of the Registrar of Companies.

The Appellant has submitted only evidence that the appellant owns immovable property since 1994 till date. Thus, taking into consideration the

provisions of Section 252(1) 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 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 deserve to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off the name of the company, is hereby declared illegal

and 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 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 stands allowed and disposed of in the above terms.

Let the copy of the order be served to the parties.