UAC Commodities Private Limited vs Registrar of Companies Mumbai

Kuldip Kumar Kareer, Member Judicial

The  present  Petition  has  been  filed  under  Section  252(3)  of  the Companies Act, 1956 (hereinafter referred to as “the Act”) by M/s. UAC Commodities Private Limited through its Shareholder, Mr. Sanjay Agarwal, praying for restoration of the name of the Petitioner Company in the Register maintained by the Registrar of Companies, Mumbai (hereinafter referred to as “RoC” for brevity).

Brief averments of the Company Appeal are that the Company was incorporated on 14th October 2008 under the Companies Act, 1956, having its registered office at Kontor Space, 9th Floor, Asher IT Park Jayshree Baug, Rd. No. 16, Wagle Industrial Estate, Thane, Maharashtra- 400 604. The Authorised Share Capital of the Company is Rs. 2,00,00,000/-(Rupees Two Crores Only) and Paid up capital is Rs. 1,61,76,000/-(Rupees One Crore Sixty-One Lakhs Seventy-Six Thousand only) divided into 1617600 number of equity shares of Rs. 10/- each. The Company is engaged in the business of trading of agricultural products and other allied investment activities.

The Petitioner Company has failed to file its Statutory Returns after 31st March 2017. The Respondent had issued a Public Notice in Form STK-5 on 20th December 2021 but no objection was received from the Petitioner. The Respondent, therefore, initiated action under Section 248(5) of the Act for striking off the name of the Company from the Register of Companies and consequently the name of the Petitioner Company was struck off from the Register of Companies vide Striking Off Notice STK-7 dated 30th March 2022.

The  Petitioner  submits  that  the  Company  has  been  active  since  its incorporation and was regularly filing Income Tax Returns till 31st March 2017 but failed to file its Returns with the RoC thereafter due to sudden resignations of both the Directors of the Company and non-availability of competent staff to abide by the mandatory compliances. The Petitioner submits that due to the lack of awareness and the failure of the professionals who were entrusted with the duty to handle all compliances related to the Company including Income tax and GSTR filing, the Directors of the Company resigned leaving behind the compliances of the Company unfulfilled.

It is further submitted that the Company is operational at present and was carrying on business at the time it was struck off from the records by the Respondent. The Company had incomes from operations to the tune of Rs. 17,56,88,321 (Rupees Seventeen Crores Fifty-Six Lakhs Eighty-Eight Thousand Three Hundred and Twenty-One only) as on 31st March 2018 and additional interest income. The Company also has inter-corporate borrowings and investments in group companies, details of which have been annexed to this Petition. The Petitioner submits that once the name of the Company is restored, the Petitioner will undertake to complete all the pending legal compliances including filing of the Financial Statements and Annual Returns with the Respondent.

The Respondent filed a Reply dated 29th June 2022 to the Petition wherein it is submitted that the Petitioner Company has failed to file Annual Returns for a continuous period of more than two years. On this ground, Notice in Form STK-1 was issued to the Petitioner Company after which a Public Notice vide STK-5 dated 20th December 2021 was issued seeking objections against the proposed striking off of the name of the Company. On account of failing to file relevant Financial Statements and absence of any representation on their behalf, the name of the Company was struck off from the Register of Companies on 7th April 2022 as the Company seemed to be out of operation.

Heard both parties. Upon perusal of the pleadings and documents annexed to this Petition, it is evident that the Petitioner Company has continuously carried out business operations without any interruption. Further, it is seen that the Company holds assets and liabilities, is currently actively carrying on business and was not dormant when its name was struck off from the Register of Companies. Therefore, it seems just and equitable to restore the name of the Petitioner Company in the Statutory Register of Companies maintained by the Respondent.

ORDER

a. Having been satisfied with the reasons mentioned above, this Bench is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies maintained by the Respondent.

b. The  Company  shall  file  all  the  pending  Financial  Statements  and Annual Returns with the Respondent as per the Act and Rules made thereunder besides filing an Affidavit stating that the Company was neither involved in money laundering activities during the demonetization period nor any unlawful activities during the relevant period.

c. Further, the Petitioner Company is directed to pay a cost of Rs. 25,000/- per year (FY 2017-18 to FY 2022-23) for having failed to file its Financial Statements & Annual Returns during the said years, amounting to Rs. 1,50,000/- (Rupees One Lakh Seventy-Five Thousand Only) to “BHARATKOSH” within 30 days from the date of receipt of a copy of this Order and submit the receipt along with the other documents to the Respondent i.e. the RoC.

d. The Respondent is directed to restore the Company in the Register of Companies. The Petitioner is directed to place this Order before the Respondent within 30 days from the date of receipt of this Order.

e. Accordingly, Company Appeal No. 5 of 2022 is hereby allowed and disposed of.