Manorama Kumari, Member (Judicial)
The instant appeal is filed by the Member(s)/Shareholder(s) 4 of the Company namely, M/s. Global Supply chain Solutions Private Limited, seeking restoration of the name of the company in the Register of the ROC. The Registrar of Companies, Gwalior, Madhya Pradesh ["ROC" for short] by its impugned order dated 30.06.2017 has struck off the name of the company. Being aggrieved with the action of the ROC, the appellants being director/shareholder of the company have prayed for the following relief: -
(i) Orders for restoration of the name of the petitioner company in the Register of Companies maintained by the Registrar of Companies of Madhya Pradesh and necessary directions to that effect be given to ROC, Gwalior;
(ii) to remove the disqualification and activate DIN of existing Directors of the company;
(iii) to pass such other/further order(s) as this Tribunal may deem fit and proper;
2. The facts in brief, those are necessary for disposal of the present Appeal are stated as under;
3. That it is stated that the ROC vide its Public Notice No. ROC- G/248(5)/2017/3947 dated 30.06.2017 (issued in Form No. STK-7) followed by final notice (issued under sub-section (5) of section 248 of the Companies Act, 2013), has struck off the name of the Company from the Register of Companies with effect from 30.06.2017 inter alia on the ground that the Company has not filed annual returns and balance sheet since 31.03.2013 nor it made any application to the ROC within such period for obtaining the status of dormant company under Section 455. .
4. It is submitted by the appellant that the company was / incorporated on 17th December, 2008 as a private limited company under the Companies Act, 1956. That, registered , office of the company is situated at 31, Rae Course Road, Indore 452 003, Madhya Pradesh. That, the main object for which the company was incorporated is to carry on the business of logistics, supply chain management, brokers, consultants etc.
5. That, the appellant has submitted that, the promoters of the company are considering to carry on the business, working hard to find the opportunity in supply chain management service, are in talk with various parties for good opportunity, company is holding Annual General Meetings, however, due to inadvertence the same had not been filed in time. That, during the period of demonetisation no unusual transaction has been done by the company.
6. In the present appeal, representation of ROC, Gwalior dated 18th March, 2019 is received, wherein it is averred that the appeal may be considered on merits subject to filing of balance sheet since 31.03.2013 onwards with additional fees as per the requirement of the Companies Act, 2013/1956. No representation is received from Income Tax Department even after issuance of notice.
7. The Appellant has filed the present appeal under Section 252(3) of the Companies Act as being shareholder/director of the company and he is entitled to file the same seeking restoration of the name of the Company.
8. It is a matter of record that name of the company was "struck off" from the register maintained by Registrar of Companies sometime in the year 2017, but, on perusal of the balance sheet it is found that for the year ended 31st March, 2016, the company has not carried out any business. That, cash flow from operating activities is/are nominal and cash flow from investing activities is/are "nil". There are no cash flow from financing activities. Revenue from operations and other income is/are found to be "nil". There is/are no fixed assets of the company. Thus, when the company was active in Register of ROC i.e. in the year 2016, the balance sheet does not show the features of any active company, so that it can be presumed that the ROC has wrongly "strike off" the company from the Register of ROC. That, similar is the situation after strike off.
9. On perusal of the acknowledgement received from the income-tax returns filed by the appellant for the assessment year 2014-15, 2015-16, 2016-17 and 2017-18 gross total income has been shown as"0" (zero) which itself shows that the company is having no business activities.
10. The comp
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any has also failed to show its bona fide to restart the business activities by filing any proposal/scheme and/or project so as to show that revival of the company is necessary. i 11. Considering all the aforesaid aspects, we are of the considered view that request of the appellant to restore name of the company in the Register of Companies maintained by the ROC, Gwalior, Madhya Pradesh is not justifiable. In the result, Company Appeal No. 8 of 2019 stands dismissed.