Vipin Kumar Yadav vs Registrar Of Companies And Ors.

Present appeal is filed by the company M/s Paragon International Limited, (for brevity the ‘Company’), through its Director Mr. Vipin

Kumar Yadav (for brevity the ‘Appellant ’), under Section 252 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 of the Act read with Rule 7 of Companies (Removal of Names of

Companies from the Register of Companies) Rules, 2016 published on 08.08.2018 vide notification no. ROC/DEL/248(5)/STK-7/4865 by Registrar of

Companies, the respondent herein.

The company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of

Delhi and Haryana on 06.05.1996 having CIN U19201DL1996PLC078705.

The company is having its registered office at 70A, Malook Singh Marg, Arjun Nagar, Delhi-110051.

Authorized share capital of the Company is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each and issued, subscribed and paid up

share capital of the Company is Rs. 20,60,000/- divided into 2,06,000 equity shares of Rs.10/- each

The main objects of the company are:

i. To carry on the business as exports, imports, buyers, sellers, importers, exporters, distributers, agents, brokers, factors, stockists, commission agents

and dealers of: -

a) Agro based products, Agricultural products, milk allied food, poultry and breeding, sea foods, fruits, vegetables, bakers, confectioners, malt, malt

products, tea, rice, mushroom, castor oil, beverages, edible oil, rubber products, wood products, paper pulp, goses, chemicals, elements and their

compounds, fertilizers, plastic, plastic goods, tool, gauges steel etc.

And other main objects.

As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements for

years 2015-16 to 2018-19, the name of the company was struck off in terms of provision of Section 248(1) 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 submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

i. The copies of financial statements of the company for the financial years from 31.03.2016 to 31.03.2018. The Balance Sheet as on 31.03.2018

reflects Cash and cash equivalents of Rs. 7,71,073/- and Employee benefit expenses of Rs. 3,42,000/-.

ii. The copies of ITR filed for the assessment years 2015-16 and 2018-19. The tax paid for assessment year 2018-19 is Rs. 1,57,120/- .

iii. The copies of bank statements of the company for the period starting from 01.04.2015 to 31.03.2018, reflecting a closing balance of Rs. 87,215/- as

on 31.03.2018.

iv. The copy of Settlement deed, dated 17.09.2006 executed between Appellant company and M/s Kunal Industries, for the property situated at C-10,

Sector-10, Noida by virtue of which Appellant company became the owner of the said property.

v. The copies of electricity bill paid by the Appellant company with respect to its property situated at C-10, Sector-10, Noida, Gautam Budh Nagar,

UP is annexed with the appeal. The company is receiving rent against the said property which is reflected in the balance sheets of years 2016-2017.

It is further submitted by the Appellants that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of

Delhi and Haryana was due to inadvertence on part of the management and due to lack of professional guidance and as such there was no wilful or

mala-fide motive behind non-filing of the Financial Statements and Annual returns.

The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was

carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional

fees.

The Income Tax Department has submitted in its report that there is no outstanding demand against the Assesse and has no objection if the

company is considered for revival.

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

time of striking off its name, and where it appears “just†to the adjudicating authority that the name of the company is to be restored to the

Register of Companies.

The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its

original name on the register of the Registrar of Companies namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

The Appellant have submitted sufficient evidence mainly the possession of immovable property by the company and further efforts of investment

to be made in immovable property by the company and that it has been in operation during striking off and therefore could not be termed as defunct

company. Thus, taking into consideration the provisions of Section 252 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 there is a running business as on the date when the

name was struck off and also keeping in consideration 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 deserved to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is 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 cost 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 is disposed of accordingly.

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