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TMI Blog2018 (5) TMI 226X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act, 1956 on 12th March, 2007 as a Private Limited Company with the Registrar of Companies, Andhra Pradesh and Telangana and its registered office at Flat No.402, Saila Vilas, Rajbhavan Road, Somajiguda, Hyderabad - 500 034, Telangana. (2) The main objects of the company is to carry on business as manufactures Distributors and dealers in all kinds of herbal products and proprietary products, hair, skin, nail and other beauty preparations, deodorants, aerosol and pump-spray products, baby products, petroleum and minerals oil products, chemicals, acids and alkalis, all kinds of perfumery and other compounds, etc. (3) The Authorized Share Capital of the Company is Rs. 1,00,000/- [Rupees one Lakh only] divided into 10,000/- [Ten Thousand only)] Equity Shares of Rs. 10/- [Rupees Ten] each. The Issued, Subscribed and Paid-up Share Capital of the Applicant is Rs. 1,00,000/- [Rupees One Lakh only)] divided into 10,000 (Rupees Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each. (4) The Company has not filed Annual Returns for the financial years 2011-12, 2012-13, 2013-14, 2014-15 and 2015-16. Hence the Company was served STK-1 notice vide ROC/HYDERABAD/STK-1/Revi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Directors of the Company have consulted the legal experts and on the opinion it was thought that the Annual Returns and Financial Statements for the years 2011-12, 2012-13, 2013-14, 2014-15, 2015-16 can be filed with the Registrar of Companies with additional fee as contemplated under Sections 92 and 137 read with Section 403 of the Companies Act, 2013 during the month of September, 2017 prior to conducting the recent Annual General Meeting. Other than the said reason, there was no intentional delay on part of the Company and its Directors in complying with the provisions of the Companies Act, 2013. (10) The Directors have come to know that RoC has struck off the name of the 1st Respondent Company, from the Register of Companies. The Applicants being the Promoter shareholders and Directors understood the said fact of striking off from the register while trying to file the said returns during the second week of September, 2017. The Master data available in the Portal of MCA displaying that the name of the Company is Struck Off from the register from which only the Applicants have come to know about the said Strike Off. (11) The Annual Accounts and the Annual Returns pertaining ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... five Financial Years 2011-12, 2012-13, 2013-14, 2014-15 and 2015-16 within the time stipulated by the Tribunal and also ready to pay the required Compounding Fee/Additional fee in accordance with the Rules. 5. He has also relied upon the judgment of the Hon'ble Bombay High Court in the matter of Purushottamdass v. Registrar of Companies & Ors.. [1986] 60 Comp. Cas. 154 (Bom), by inter alia stating that; "the object of Section 560(6) of the Companies Act is to give a chance to the Company, its members and creditors to revive the company which has been struck off by the Registrar of Companies, within period of 20 years, and given them an opportunity of carrying on the business only after the company judge is satisfied that such restoration is necessary in the interest of justice." 6. Mr. Ramesh Chandra Mishra, RoC by reiterating the averments made in his report Ref. No. ROCH/LEGAL/SEC252/53083/Klienz/STACK/2017/2778 Dated 05.12.2017, has further asserted that the impugned action was taken strictly in accordance with law and the allegation made by the applicant is not correct. However, he has submitted that the Tribunal may consider the case of the Company subject to filing a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ovided that notwithstanding the undertakings referred to in this sub-section, the assets of the company shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the company from the Register of Companies. Appeal to Tribunal deals with under Section 252 of the Companies Act, which reads as follows: 252 (1) Any person aggrieved by an order of the registrar, notifying a company is dissolved under section 248 May file an appeal to the Tribunal within a period of three years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the Register of Companies is not justified in view of the absence of any of the grounds on which the order was passed by the registrar, it may under restoration of the name of the company in the Register of the Companies; provided that before passing any order under this section that liberal shall give a reasonable opportunity of making representations of being heard to the register, the company and all the persons concerned: Provided further that if the register is satisfied that the name of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nterest of Company and its employees and public employment, the case has to be considered favourably. The employees are to be paid their wages for the services rendered. And thus, striking off the name of Company would also result in serious repercussions like Debit Freeze accounts of the Company with its Bankers etc. Therefore, a lenient view is required to be taken by the Tribunal in the interest of justice. 9. As per section 252(3) as extracted above, a Company, or any member or creditor workman, if they feel aggrieved by striking off its name can approach the Tribunal by way of application, before expiry of 20 years after date of publication. On being filed an application, the Tribunal can order to restore striking off company on its role, if it is 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 name of a company be restored to the Registrar of Companies. As narrated supra, it is not in dispute that application has been filed by properly authorised person on behalf of the Company, it is within limitation and it is carrying on business even at the time of impugned action, and it has sui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of Association of the Company till the impugned violation(s) are noticed. It is not in dispute that Registrar of the Companies is empowered to take the impugned action and only the point here is that he has to strictly comply with the provisions as extracted above. A Court/Tribunal cannot interfere with normal activities of business of a Company being carried on in accordance with law unless any serious violation of law committed by a Company. As stated supra, the impugned violations are not so severe so as to take serious view of it. Moreover, the Company has come forward to file all required documents and comply in accordance with law by making payment of along prescribed/additional fee along with fine. It is also relevant to point out here that there is no bar for a Company, which is struck off, can register new company, in accordance with law. 12. As stated supra, the Company is in the business of Herbal/Ayurvedic Products at different places etc., and it is running without any interruption. The Employees are suffering a lot by virtue of impugned action. In terms of section 248(6) of Act as extracted supra, the above consequences are required to be looked into while passing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions like change of company's status from 'strike off' to Active (for e-filing), to restore and activate the DINs, to intimate the bankers about restoration of the name of the company so as to defreeze its accounts. (2) The Applicant company is directed to file all the statutory document(s) along with prescribed fees/additional fee/fine as decided by ROC within 45 days from the date on which its name is restored on the Register of Companies by the ROC; (3) The Company's representative, who has filed the Company application is directed to personally ensure compliance of this order; (4) The restoration of the Company's name is also subject to the payment of cost of Rs. 30,000/- (Rupees Thirty thousand only) through online payment in www.mca.gov.in under miscellaneous fee by mentioning particulars as "payment of cost for revival of company pursuant to orders of Hon'ble NCLT in CA NO.16/252/HDB/2018"; (5) The applicant is permitted to deliver a certified copy of this order with ROC within thirty days of the receipt of this order; (6) On such delivery and after duly complying with above directions, Registrar of Companies, Hyderabad is directed to, on hi ..... 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