Dr. Sanjeev Ranjan, Member (Technical)
1. The present appeal has been filed by the Mr. Gurvinder Singh and Ms. Manpreet Kaur, Erstwhile Shareholders and Directors of the Struck off Company i.e. M/s Ramneek Projects Private Limited under Section 252(1) & (3) of the Companies Act, 2013 for restoration of name of the company, which was struck off by the Registrar of Companies, NCT of Delhi and Haryana (Respondent) vide Public Notice ROC-DEL/248(1)/STK-7/6217 dated 29.10.2019 (company name appears in Sr. No. 5555 in the impugned order).
2. Brief facts of the case, as mentioned in the instant company appeal, which are relevant to the issue in question, are as follows: -
a) The Appellant submits that the company i.e., M/s Ramneek Projects Private Limited was incorporated on 18.09.2008 under the Companies Act, 1956 bearing CIN: U45400DL2008PTC183441, having its registered office situated at 201, Hargobind Enclave, Delhi-110092.
b) The Appellant(s) submitted that the accounts of the Company were prepared, audited and duly been filed with the other departments i.e. Income Tax Returns for assessment years 2016-17 till 2021-2022. The same is on record.
c) The Appellant submitted that the Company shall file all outstanding statutory documents i.e., the financial statement & Annual returns for the period ended from 31.03.2017 to 31.03.2022 along with the filing fees and the additional fee.
d) The appellant declared that no matter regarding with this Appeal has not been pending before any Tribunal of law or any other Authority.
3. Vide order dated 06.02.2024, the Registrar of Companies (Respondent) had appeared and stated that they have no objection in allowing this appeal subject to filing of financial statements along with request fee.
4. Vide order 30.05.2023, the Appellant was directed to furnish the tentative business development plan for the next five years. In compliance of order dated 30.05.2023, the appellant have submitted the tentative business development plan which is reproduced hereunder: -
5. Heard. Record has been thoroughly perused. We observe that the Appellant in order to sustain his case, has placed reliance on the following documents: -
a) Copy of Income Tax Return Acknowledgment for the Assessment Year 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22.
b) Copies of Balance Sheet for FY 200-2021 and 2021-22.
c) Copies of immovable properties in the name of the Company.
d) Copy of tentative business development plan for 5 years.
6. At this juncture, it will advantageous to examine the requirement of Section 252(3) of the Companies Act, 2013 insofar as grant of relief to the appellant is concerned. The Section 252 (3) of the Act is reproduced below for better appreciation:
“252. Appeal to Tribunal. –
(1) …………………………..
(2) …………………………..
(3) If a company, or any member or creditor or workmen thereof feels aggrieved by the company having its name struck off from the register of companies, the Tribunal on an application made by the company, member, creditor or workmen before the expiry of twenty years from the publication in the Official Gazette of the notice under subsection (5) of section 248 may, if satisfied that the company was, at the time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off from the register of companies.”
7. In connection with the non-filing of statutory records, it is pertinent to refer to the findings of Hon’ble High Court of Delhi in the matter of Mace Platronics Pvt Ltd Vs ROC, reported in (2010) 104 SCL 277 (Del), wherein it was held that:
“When the name of the company was struck off after following the prescribed procedure for non-filing of statutory records, even though the contentions of the company that the officials entrusted with responsibility of filing documents had failed to do so cannot be accepted yet since the company was a running company and the application had been filed in time, the court had power to restore the name of the company.”
8. Hence, upon considering the facts and circumstances of this present petition, the appellant has submitted tentative business plan for 5 years, this bench is of the view that it would be just and fair to order restoration of the name of the struck off Company namely M/s Ramneek Projects Private Limited in the Register of Companies maintained by the ROC.
9. Accordingly, this Petition is allowed. The restoration of the Company’s name to the Register of Companies maintained by the ROC, is hereby ordered, subject to the following directions namely-
a) The restoration of the Company’s name i.e., M/s Ramneek Projects Private Limited is subject to the payment of cost of Rs. 50,000/-(Rupees Fifty Thousand Only) to be paid to the Registrar of Companies, NCT of Delhi and Haryana. The name of the Company shall then, as a consequence, stand restored to the Register of the Registrar of Companies, as if the name of the company has not been struck off in accordance with Section 248(1) of the Companies Act, 2013.
b) The Registrar of Companies, NCT of Delhi & Haryana (Respondent) is directed to restore the original status of the Appellant Company as if the name of the company has not been struck off from the Registrar of Companies with resultant and consequential actions like changing status of the company from ‘struck off’ to “Active”.
c) The Appellant is directed to file all pending statutory document(s) including Annual Returns and Balance Sheets in default along with prescribed fee/additional fee/fine as prescribed under the Companies Act, 2013 within 45 days from the date on which its name is restored on the Register of Companies by the ROC, NCT of Delhi and Haryana (Respondent). Consequently, thereupon the bank account/s if any subject to freeze shall get de-freezed and to be operated by the company.
d) The Appellant is directed to submit a certified copy of this order to ROC, NCT of Delhi and Haryana within thirty days (30) of the receipt of this order.
e) This order is confined to the violations, which ultimately leads to the impugned action of striking of the name of the Company M/s Ramneek Projects Private Limited, and it will not come in the way of Respondent to take appropriate action(s) in accordance with law, for any other violations/offences, if any, committed by the Appellant company prior or during the striking off of the said Company.
f) Resultantly, the present appeal i.e., Company Appeal No. 136/252/ND/2023 stands allowed with aforesaid terms.
Let the copy of the order be served to the parties. File be consigned to records.
