Delhi High Court

Satya Plywood Industries Private ... vs The Registrar Of Companies on 17 February, 2017

             IN THE HIGH COURT OF DELHI AT NEW DELHI

                                         Judgment reserved on: 06.12.2016
                                      Judgment pronounced on: 17.02.2017

CO.PET. 507/2016

IN THE MATTER OF:-

SATYA PLYWOOD INDUSTRIES PRIVATE LIMITED ..... Petitioner


                                   Versus



THE REGISTRAR OF COMPANIES                                    .... Respondent


                             Through:       Mr. Satinder Singh Bawa,
                                            Advocate for Petitioner.
                                            Ms.    Aparna      Mudiam,
                                            AROC.
                                            Mr. Anil Panwar, CGSC

CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL


                             JUDGMENT

SIDDHARTH MRIDUL, J.

1. The present petition has been filed under Section 560(6) of the

Companies Act, 1956 (hereinafter referred to as the 'Act') by Satya Plywood

Industries Pvt. Ltd. (hereinafter referred to as the 'Petitioner Company')

praying for restoration of the name of the Petitioner Company in the Register

of Companies maintained by the Registrar of Companies (hereinafter referred

to as the 'Respondent').

2. The Petitioner Company was incorporated with the Registrar of

Companies, N.C.T. of Delhi and Haryana, under the Act, vide certificate of

incorporation dated 29.07.1987.

3. The registered office of the Petitioner Company is stated to be situated

at 2873/1, Gali No.1, Bihari Colony, Shahdra, New Delhi-110032, within the

jurisdiction of this Court.

4. The main objects of the Petitioner Company as stated in the

Memorandum of Association are, inter alia, as follows:-

"i. To carry on the business of manufacturers, buyers, sellers, exporters, importers, suppliers, stockiest, agents, merchants, distributors, concessionaries of and dealers in all kinds of plywood flush doors, wood including furniture and fixtures and decorative wood and its allied products."

5. The name of the Petitioner Company was struck off from the Register

of Companies under Section 560 of the Act, by the Respondent, after issuing

notification under Section 560(5) of the Act in the Official Gazette (for the

week from 26.04.2008 to 02.05.2008). The name of the Petitioner Company

was struck off by suo moto action of the Respondent, on account of failure of

the Petitioner Company to file its statutory documents since the year 1995, as

required to be filed under the mandate of the provisions of the Act.

6. In support of the prayer sought, learned counsel appearing on behalf of

the Petitioner Company would make the following submissions:

a) On 17.03.1997, the unit of the Petitioner Company at Ghaziabad, U.P

was sealed by the U.P. Forest Department vide their order bearing

number 14/6114-2-97 dated 6.3.1997, in compliance to the interim

order dated 04.03.1997 rendered by the Hon'ble Supreme Court in Writ

Petition (Civil) 202/1995, titled as 'T.N. Godavarman versus UOI and

others'.

b) The Petitioner Company has been maintaining all its requisite

documents as per the provisions of the Act, but owing to the said

unavoidable circumstance of desealing of the said unit at Ghaziabad, the

statutory records, required to be filed under the mandate of the

provisions of the Act, could not be filed by the Petitioner Company in

time with the Respondent,.

c) In the year 2013, subsequent to the orders passed by Hon'ble High

Court of Judicature at Allahabad in a Writ Petition bearing No.

C/2025/2013 titled as "M/s Satya Plywoods Industries Pvt. Ltd. & Anr.

Vs. The State of U.P. & Ors.", the said unit of the Petitioner Company

situated at Ghaziabad, U.P was regularized by the U.P. Forest

Department vide order bearing number 1487/22-18 dated 23.02.2013.

d) The Petitioner Company discovered that the name of the Petitioner

Company has been struck off under Section 560(5) of the Act by the

Respondent, only recently, upon approaching the Respondent in order

to file its said statutory records from the year 1996 onwards.

e) The name of the Petitioner Company was struck off from the Register

of Companies maintained by the Respondent without issuing notices to

the Petitioner Company under Section 560(1), Section 560(2) and

Section 560(3) of the Act, which are required to be issued under the

mandate of the provisions of the Act. Consequently, the Petitioner

Company was not afforded an opportunity for a hearing before striking

off its name from the Register of Companies maintained by the

Respondent.

f) The Petitioner Company, at the time of striking off its name from the

Register of Companies maintained by the Respondent, was carrying on

business and was operational.

7. The Board of Directors of the Petitioner Company have unanimously

passed a resolution dated 15.04.2016 seeking revival of the Petitioner

Company. A copy of the said resolution dated 15.04.2016 has been placed on

record.

8. It has been stated by learned counsel appearing on behalf of the

Petitioner Company that the present petition is within the period of limitation

stipulated by Section 560(6) of Act.

9. Notice in the present petition was issued to the Respondent by way of

order dated 01.06.2016. Pursuant to the issuance of notice, reply dated

26.08.2016 on behalf of the Respondent has been filed, wherein no objection

to the relief prayed for in the present petition has been raised subject,

however, to the Petitioner Company filing all the said statutory documents

from the year 1995 onwards, alongwith the prescribed filing fee and additional

fee as on the date of actual filing, in accordance with law.

10. The Annual Returns and Balance Sheets of the Petitioner Company

from the year 1996 till date, have been filed by the Petitioner Company as

annexures to the present Petition. Further, an Affidavit-cum-Undertaking,

dated 24.10.2016, has been filed by Mr. Naveen Agarwal, Director of the

Petitioner Company wherein he has undertaken to file all the statutory

documents, required to be filed under the mandate of the provisions of the

Act, from the year 1995 onwards till date, with the Respondent, within a

period of 6 weeks from the date of restoration of the name of the Petitioner

Company in the Register of Companies maintained by the Respondent.

11. In Purushottamdass and Anr. (Bulakidas Mohta Co. P. Ltd.) v.

Registrar of Companies, Maharashtra, & Ors., reported as (1986) 60 Comp

Cas 154 (Bom), the Bombay High Court has held, inter alia, as hereunder:

"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 a period of 20 years, and to give them an opportunity of carrying on the business only after the company judge is satisfied that such restoration is necessary in the interests of justice"

12. The decision in Purshottamdass (supra) has been followed by this

Court in Pancham Hotels Pvt. Ltd. v. Registrar of Companies, bearing

Company Petition No.554/2014; M/s Medtech Pharma (India) Pvt. Ltd. v.

Registrar of Companies, bearing Company Petition No.241/2009; M/s

Santaclaus Toys Pvt. Ltd. v. Registrar Of Companies, bearing Company

Petition No.271/2009; M/s Deepsone Non-Ferrous Rolling Mills Pvt. Ltd. v.

Registrar of Companies, NCT of Delhi and Haryana, bearing Company

Petition No. 285/2009; M/s Kakku E and P Control Pvt. Ltd. & Anr. v. The

Registrar of Companies, NCT of Delhi and Haryana, bearing Company

Petition No. 409/2008; and M/s Sohal Agencies Pvt. Ltd. v. Registrar of

Companies, NCT of Delhi and Haryana, bearing Company Petition No.

297/2009.