UTF Telefilms Private Limited vs Registrar of Companies Mumbai

Shyam Babu Gautam, Member (Technical)

This present Appeal under Section 252 of the Companies Act, 2013 (herein after called the Act) by the Shareholder of the Company Sri Sanjay Agarwal seeking restoration of its name in the register of companies maintained by Registrar of Companies, Maharashtra in Mumbai (ROC-Mumbai).

The Company was incorporated on 12/09/2008 vide (CIN: U92140MH2008PTC289373) under the Companies Act, 1956 in the State of Maharashtra. The Authorised Share Capital of the Company is ₹ 2,00,00,000/- (Rupees Two Crore only) divided into 20,00,000/- (Twenty Lakhs) Equity Shares of ₹10/- (Rupees Ten only) each. The issued, subscribed and paid up Share Capital of the Company is ₹1,61,45,000/- (Rupees One Crore Sixty One Lakhs Forty Five Thousand Only) divided into 1614500 (Sixteen Lakhs Fourteen Thousand Five Hundred Only) Equity Shares of ₹10/- (Rupee Ten Only) each.

The Petitioner states that the Company is engaged in the business in Production of documentary/Short Films/Ads for Private and Government Concerns.

The Company did not file its Annual Returns and Financial Statements for 2017-18 to 2020 -21 with the Respondent under the Companies Act. The Petitioner states that both the Directors of the Company resigned from the Directorship of the Company in the year 2019 and due to sudden resignation of both the Directors and non-availability of Directors’ signature, Company could not file any statement of accounts and annual returns since September, 2019. However, due to inadvertence the filing of Financials and Annual Returns was not done on time.

The Respondent issued public notice in Form No. STK-5 on 20.12.2021 proposing to remove the name of the Company from the register of companies on the ground that the Company is not carrying on any business or operation for a period of two immediately preceding Financial years and has not made any application within such period for obtaining the status of a Dormant Company under Section 455 of the Companies Act, 2013. Therefore, the Respondent, struck off the name of the Company and removed it from the register of companies vide order dated 07.04.2022 by publishing a notice in Form No. STK-7.

It is contended by the Appellant that failure to file Annual Returns and Financial Statements was an inadvertent mistake and was neither intentional nor deliberate. The Appellant has accordingly sought restoration of the name of the Company in the register of companies maintained by Respondent under the above said provision.

The Appellant stated that the Respondent invoking the provisions of section 248(1) of the Companies Act, 2013 struck off the name of the Company from the register of companies for non-filing of the financial statements for a period of two immediately preceding financial years and has not made any application within the stipulated period for obtaining the status of Dormant Company and thereby the Respondent struck off the name of the Company from the register of companies.

The Appellant stated that the Company has been active and carrying on its business at the time of its name was struck off. The Company is having assets and liability of its own.

The Appellant has submitted copies of audited Financial Statements for the years ending 31.03.2019 to 31.03.2021. He has also filed copies of the IT Return acknowledgements for the Assessment Years 2018-19 to 2020-21 together with the details of Bank Account maintained by the Company.

It is thus prayed under section 252(1) of the Act for restoration of the name of the Company in the register of companies.

The Respondent herein, has filed a Report wherein the details of the Company such as date of incorporation, CIN number and name of the Company are mentioned. The Company has failed to comply with the statutory compliances under the Companies Act, 2013 by not filing its statutory returns for a continuous period of more than two years since 31.03.2017, hence the aforesaid company has been considered for striking off by the Registrar of Companies. However, the Respondent has further stated that, if this Tribunal deems fit to restore the name of the Company, the Tribunal may impose cost and penalize the Appellant for its defaults and violations under the Act.

We have heard the Professional appearing for the Appellant and perused the records. The materials available on record indicate that the failure of the Company to furnish the statutory returns with the Respondent was not intentional. The promoters of the Company as well as the Appellant are keen to carry on and perform the objects of the Company in right earnest. The Company is having fixed assets in its name. Unless the name of the Company

is restored in the register of companies it would suffer financially. We are satisfied that the name of the Company should be restored in the register of companies. Hence ordered.

ORDER

The appeal be and the same is allowed. The impugned order dated 30.05.2022, striking off the Company’s name, is set aside. The prayer for restoration of the Company in the register of companies is allowed. The name of the Company be restored in the Respondent’s Register of Companies, subject to the following.

(i) The Petitioners shall file all the pending financial statements and annual and statutory returns with the Respondent as required under the Act and Rules made thereunder with all the applicable fees and late fees with the Respondent within a period of thirty days from the date of receipt of copy of this order, failing which, this order will stand vacated automatically.

(ii) The Petitioner shall deliver a certified copy of the order to the Respondent and pay a sum of ₹ 1,00,000/- towards cost payable in the account of “BHARAT-KOSH” Fund within thirty days from the date of receipt of copy of this Order.

(iii) Upon compliance, the Respondent on receipt of the Order shall in his official name and stamp publish the order in the official gazette and restore the name of the company in the register of companies forthwith.

(iv) The Order however, shall not fetter the authority of the ROC to take appropriate action against the Company for any other violation either prior or in the interregnum.

(v) In the aforesaid observation the present Company Petition is partially allowed and accordingly Appeal 4/252/MB/2022 stands disposed of.