1. The Present appeal is filed by the company, M/s Peacock Iron Steel India Pvt. Ltd., (for brevity the `Company'), along with its four directors
seeking to quash and set aside the notice of striking off and dissolution of appellant company in form no. STK-7 published on 23.06.2017, vide
notification no. ROCJPR/ STK-7/36860/3407 under section 248(5) of Companies Act, 2013 by Registrar of Companies, Jaipur, the Respondent herein.
2. The company was incorporated under the provisions of the Companies Act, 1956 vide certificate of incorporation dated 02.11.2011 issued by
Registrar of Companies, Jaipur having CIN U27109RJ2011PTC036860.
3. The company is having registered office at 1 Katla Barclana, Beawar, Ajmer-Rajasthan- 305901
4. The company is having authorized share capital of Rs. 10,00,000/- having 1,00,000/- equity shares of Rs.10 each and issued, subscribed and paid up
capital of the company is Rs. 10,00,000/- having 1,00,000/- equity shares of Rs. 10 each.
5. The main objects of the company are:
To manufacture, cut, corrugate, Hot-Rolled, Cold-Rolled sheets, coated plain sheets, coated corrugated sheets and to manufacture, import, export, roll,
re-roll, draw, cast and deal in all kinds of stainless steel, utensils, stainless steel patta, patti, sheets, stainless steel, iron and steel, alloy steel, ferrous and
non-ferrous metals including ingots, blooms, billets, bars, wires, and to carry on business of iron steel and stainless steel founders, steel makers, steel
converters and to establish stainless steel rolling mill and re-rolling in their respective branches, furnace proprietors, scrap dealers, metals and alloy
makers and refiners, galvanizers, machinists, smiths, jappaners, welders, fabricators, moulders and job workers, plating of hardware items and bearing
components, sheet metal products, packing products, machinery and parts thereof, agriculture implements, hospital equipment, and aggrotech farming.
and other main objects.
6. The appellants submit that the company is registered as a small manufacturing unit for manufacturing of basic iron and steel components vide
certificate dated 03.05.2017 issued by Ministry of Micro, Small and Medium Enterprise, Government of India, having UAN GJ01B0056483. The
appellant company has also purchased a piece of land in industrial area in Gujrat Industrial Development Corporation (GIDC) at Ahmedabad in and
around 30.05.2017, immediately after issue of registration certificate under MSNE Act and running a business of manufacturing of various
components of metals.
7. The appellants have stated that since the directors are stationed at Ahmedabad and Registered Office of the company is situated under the
jurisdiction of Registrar of Companies, Jaipur there were some coordination lapses and communication irregularities between the staff and the
management of the company and hence the filing of the statutory records as required under law could not have been complied with.
8. In around end of June, 2017 during the course of the uploading audited financial statements and annual returns for relevant period it came to be
known that the name of company has been struck off by the Registrar of Companies, Jaipur. Thereafter the representative of company visited the
Registrar of Companies, Jaipur for clarification and it was informed that the notification in form STK-7 dated 23.06.2017 is already issued.
9. It is further claimed by the appellant that under the provisions of the Companies Act, 1956 that before the striking off the name of the company
Under Section 248(5) and issuing the publication in form STK 7, the Registrar of Companies has to send first notice to the company and its directors
Under Section 248(1) in the form of STK 1 giving period of thirty days for representation along with copies to relevant documents to explain the non-
filing of statutory documents for two immediately preceding financial years. It is a case of the appellant that no such notice was received by company
and or its directors or any representative and hence no reasonable opportunity was given to the company to explain and make submissions to defend
their case and thus the notice published under sub section 248(5) in form of STK 7 is wholly illegal and without any force of law which hence needs to
be set aside.
10. The Registrar of Companies, Jaipur has filed reply and not been able to satisfactorily prove that the notice under section 248(1) was served to the
company, and/ or to any of its directors vide its reply filed on 10.10.2017. During the arguments in final hearing one further chance was sought by the
Registrar of Companies, Jaipur and was granted to make further attempt to submit the proof of service of notice in form of STK-1 to the company
and/or any of its directors but reply filed on 29.05.2018 also admits the failure to bring the proof of service.
11. The appellants state that action of Registrar of Companies, Jaipur of striking the name of the company vide notice dated 23.06.2017 is arbitrary
under section 248(1)(c) of Companies Act, 2013 which provides ""Where the Registrar has reasonable cause to believe thatâ€" (c) a 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, he shall send a notice to the company and all the directors of the company, of his
intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of
the relevant documents, if any, within a period of thirty days from the date of the notice.
And also pursuant to section 248(4) of Companies Act, 2013 which provides ""A notice issued under sub-section 2 or subsection 2 shall be published in
the prescribed manner and also in the Official Gazette for the information of the general public.
And pursuant to Rule 7 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 which provides ""Manner
of publication of notice-
(1) The notice under sub-section 1 or sub-section 2 of section 248 shall be in Form STK 5 or STK 6, as the case may be, and be-
(i) placed on the official website of the Ministry of Corporate Affairs on a separate link established on such website in this regard;
(ii) published in the Official Gazette;
(iii) published in English language in a leading English newspaper and at least once in vernacular language in a leading vernacular language newspaper,
both having wide circulation in the State in which the registered office of the company is situated.
Provided that in case of any application made under subsection 2 of section 248 of the Act, the company shall also place the application on its website,
if any, till the disposal of the application.
(2) The Registrar of Companies shall, simultaneously intimate the concerned regulatory authorities regulating the company, viz, the Income-tax
authorities, central excise authorities and service-tax authorities having jurisdiction over the company, about the proposed action of removal or striking
off the names of such companies and seek objections, if any, to be furnished within a period of thirty days from the date of issue of the letter of
intimation and if no objections are received within thirty days from the respective authority, it shall be presumed that they have no objections to the
proposed action of striking off or removal of name.
12. As per the above stated provisions and rules, it is contended by learned Counsel of appellants that the procedure adopted by respondent, Registrar
of Companies, Jaipur was prejudice towards company and its stakeholders and against the principles of natural justice.
13. The appellants further submit that no notice under section 248(1) of the Act in the form of STK-1 was served on Company and/or any of the
directors or any person on their behalf, before striking of the name of the company. However, without going into the controversy of the latches in
following the due procedure of law before the final act of striking off the name of the company from the register of Registrar of Companies for non-
filing of statutory documents by company for the relevant period, by Registrar of Companies, Jaipur through publication of notice of on 23.06.2017, the
appellant has preferred to prove with documents and records that the company was in operation and doing business during the period of striking off
the name of the company as a better remedy.
14. The Appellants have therefore brought forward the following facts about the company being in operation and functional during the period of
striking off:
i. The copy of Bank Statement of the company, issued by Nutan Nagrik Sahakari Bank Limited, reflecting various transactions done by the company
during the period of striking off, having closing balance of Rs. 2,907/- as on 28.06.2017
ii. The copy of Demand Notice of Uttar Gujarat Vij Company Limited raising statutory demand of Rs. 1,80,000/- on the company dated 14.06.2017
iii. The copy of registration of company as a small manufacturing unit for manufacturing of basic iron and steel components vide certificate dated
03.05.2017 issued by Ministry of Micro, Small and Medium Enterprise, Government of India, having UAN GJ01B0056483.
iv. The copy of registered conveyance deed of a piece of land in industrial area in Gujrat Industrial Development Corporation (GIDC) at Ahmedabad
dated 30.05.2017.
v. The copies of financial statements of the company for the financial years from 31.03.2014 to 31.03.2016. The company has incurred loss as per last
audited Profit and Loss Account as on 31.03.2016 is Rs. 5,000/-
vi. The company has filed the Income Tax Returns for the assessment years 2013-14 to 2017-18.
15. It is submitted by the Appellant that the failure to file financial statements and annual returns with the Registrar of Companies, Jaipur, Rajasthan
was due to inadvertence on part of the management who were placed at Ahmedabad and due to lack of communication with the staff and employees
who were operating in Jaipur and improper professional guidance the statutory documents could not be filed. Further, the omission to file the aforesaid
Financial Statements and Annual returns was not deliberate or wilful and in fact was purely unintentional, without any mala-fide motives.
16. The Respondent, Registrar of Companies, Jaipur has stated that the name of the company was struck off due to non- compliance of provision of
the Companies Act, 2013 in respect to filing of annual returns and financial statements since financial year ended on 31.03.2013 and dissolved 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, because of which Respondent has ""reasonable cause"" to believe that the petitioner company was inactive. The
respondent stated that due process of law prior to striking off was strictly complied with. However, respondent has not able to prove the service of
notice in form STK-1 upon the company and/or any of its directors.
17. The opportunities were given to the ROC, Jaipur to bring the proof of serving of the said notice in form STK -1 on company and/or any of its
directors. During the arguments on 17.05.2018 Representative of Registrar of Companies, Jaipur, Mr. Sanjeev Mohanti, The Central Government
Counsel requested last chance to clarify and give the details of sending of notice Under Section 248(1) in form of STK 1 on company and/or any of its
directors. But otherwise pleaded that as per their reply the company may be allowed to be restored subject to the complying the provisions of the
companies Act, 2013 with respect to filing of statutory documents and proving that any of the conditions mentioned Under Section 252 of the
Companies Act is fulfilled to prove the company being in operation and or business.
18. The Income tax department has filed reply stating that Income tax returns for the assessment years 2016-17 and 2017-18 are filed as nil returns
and has no objection if the company is considered for revival.
19. Since the appellants in the present appeal is questioning the due process undertaken by the Registrar of Companies, Jaipur in striking off the name
of the company as envisaged under section 248 Companies Act, 2013 read with Rules which have been extracted in paragraph supra. However, the
appellants are seeking the restoration of its name in the register as maintained by Registrar of Companies relying and proving that the company on the
day of striking off was carrying on the business for which it was incorporated and was in operation and the name of the company be restored on the
register of Registrar of Companies as maintained by the Registrar of Companies, Jaipur as per section 252 of Companies Act, 2013.
20. 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.
21. The Appellants have submitted sufficient evidence that it has been in operation during the period of striking off and therefore could not be termed
as defunct company as per section 252(3) of the Act. Thus, taking into consideration the provisions of Section 252(5) 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.
22. 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. Since, the Registrar of Companies, Jaipur could not prove beyond doubt of following the
procedure laid down by the law while striking off the name of the company, benefit of doubt is given to appellant company and no cost is levied. 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.
23. The appeal is disposed of accordingly.
24. Let the copy of the order be served to the parties.
