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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 ..... re and activate the DINs, to intimate the bankers about restoration of the name of the company so as to defreeze its accounts. 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. - C.A. NO. 16/252/HDB/2018 - - - Dated:- 20-2-2018 - SHRI RAJESWARA RAO AND SHRI RAVIKUMAR DURAISAMY, JJ. For The Applicants : Ms. N. Madhavi, PCS For The Respondent : Mr. R. C. Mishra, Registrar of Companies ORDER Per : Rajeswara Rao Vittanala, Member (Judicial) 1. The Present Company Application bearing CA NO.16/252/HDB/2018 is filed by Ms. Rashmi Rajpal (Director) Another representing M/s. KLIENZ HERBAL PRIVATE LIMITED, under Section 252(3) of Companies Act, 2013, by inter alia seeking to set aside the order of the 2nd Respondent with regard to striking off the name of the 1st Respondent Company from the Register of Companies; restoring name of the 1st Respondent Company and to pass all consequential orders etc. 2. Brief facts of the case, as mentioned in the application, are as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Directors as per the Master data maintained by the Ministry of Corporate Affairs including their date of appointment and DIN numbers as on the date of this Application are furnished hereunder: S. No DIN Name Designation Date of Appointment 1 02603802 RASHMI RAJPAL Director 12/03/2007 2 02603765 SUMEET RAJPAL Director 12/03/2007 (7) The Company is Carrying out its business successfully from the date of its incorporation and is conducting the Annual General Meetings regularly in Compliance with the provisions of the Companies Act, 1956 as well as the provisions of Companies Act, 2013, whichever is in force at the relevant period, and the Company has filed the Income Tax returns with the Income Tax Department regularly. (8) ROC has struck off the name of the 1st Respondent Company which has been displayed in the Master data maintained by the Ministry of Corporate Affairs. Prior to Strike Off the name of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2012, 31.03.2013, 31.03.2014, 31.03.2015 and 31.03.2016 is ₹ 2,429,048.38/-, ₹ 3,530,953.11, ₹ 4,083,009/-, ₹ 8,180,266/-, ₹ 12,313,763/- and ₹ 14,120,266/- respectively. (13) The 1st Respondent Company's operations are active and there are advances received from the customers. Trade payables of ₹ 82,52,805/- and Trade receivables of ₹ 41,86,912/- are outstanding as on 31.03.2017. For FY 2016-17, the Company has earned a Profit after Tax of ₹ 2,80,783/-. The auditors have also mentioned in their report that they have adopted significant accounting policies while composing the Balance Sheet and Statement of Profit and Loss Account. (14) It is further submitted that none of the Creditors/Shareholders or any person/persons or any Body Corporate at large will be prejudiced if the name of the 1st Respondent Company is restored in the Register of Companies maintained by the Registrar of Companies. (15) The Company has commenced its business in the recent past and it is ready to file its pending returns and income tax returns as required under the Act and pray this Tribunal to direct the Registrar of Companies to change th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns 248 and 252 of the Companies Act 2013. Chapter XVIII deals with Removal of Companies from the Registrar of Companies. Power of Registrar to remove name of company from Register of Companies 248(1) Where the Registrar has reasonable cause to believe that- (a) a company has failed to commence its business within one year of its incorporation; (b) the subscribers to the memorandum have not paid the subscription which they had undertaken to pay within a period of one hundred and eighty days from the date of incorporation of a company and a declaration under sub-section (1) of section 11 to this effect has not been filed within one hundred and eighty days of its incorporation; or (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 do ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f name of such company. (2) A copy of the order passed by the Tribunal shall be filed by the company with the registrar within 30 days from the date of the order and on receipt of the order the Registrar shall cause the name of the company to be restored in the register of companies and shall issue a fresh certificate of incorporation. (3) If a company or any member or creditor or workmen 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 20 years from the publication in the official Gazette of the notice under sub-section (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 Registrar of Companies, order the name of the company to be restored to the Registrar of companies, the Tribunal may, by the order, give other such directions and make such provisions as deem just for placing the company and all the persons in the same position as merely as may be in the name of the company had ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted below for ready reference: 3(2): for the purpose of sub-rule (1) The Registrar shall give a notice in writing in the form of STK-1 which shall be sent to all the Directors of the company at the addresses available on record by registered post with acknowledgement due or by speed post 3(3): The notice shall contain the reasons on which the name of the company is to be removed from the Register of Companies and shall seek representations, if any against the proposed action from the company and its directors along with the copies of the relevant documents if any, within a period of 30 days from the date of notice Manner of Publication of Notice: The rule 7 is read as to the manner of publication of notice:-(l) the notice under sub-section (1) or sub-section (2) or section 248 shall be in form STK-5 or STK-6 , as the case may be (I) placed on the official website of the Ministry of corporate affairs on a separate link established on such other website in this regard (II) Published in the official Gazette (III) Published in English language in leading newspaper and at least once in vernacular language in leading vernacular language newspaper, both hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt of prescribed fee. As stated supra, the Learned ROC also did not oppose the application but submitted, it can be considered subject to compliance of statutory provisions and undertaking etc. 13. We have considered the pleadings of both the parties along with extant provisions of Companies Act, 2013. The Learned Counsel for the Applicant Company further submits that by virtue of impugned action of the RoC, the financial transactions came to a standstill by freezing of bank account. 14. It is not in dispute that the impugned action was taken by the RoC strictly in accordance with law. However, in order to ease of doing business, it is necessary to facilitate the Company to function its normal business activities in accordance with Articles of Memorandum of Association and it is nobody's case that by restoring the Company, it would render any prejudice to any of the parties. 15. In the light of aforesaid facts and circumstances of case and the extant of provisions of the Companies Act, 2013 and rules hereunder, we are satisfied that the applicant Company has filed the present application within prescribed time under law, and also shown sufficient reasons to order Re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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