1. Under consideration is an appeal filed under Section 252(3) of the Companies Act, 2013 (hereinafter referred to as "the Act, 2013"), by a shareholder of the Respondent No. 1 Company namely, M/S. Siri Lime & Construction Products Private Limited (hereinafter referred to as "the Company"), appealing against the action of the Registrar of Companies, Telangana (hereinafter referred to as the "RoC") in striking off the name of the Company in the Register of Companies for the State of Telangana and seeking restoration of the name of the Company in the Register of Companies for the State of Telangana.
2. Facts of the matter, as submitted by the Appellant, are as follows:
(a) The Company was incorporated on 15.04.2011, bearing CIN: U37200TG2011PTC073866, under the Companies Act, 1956, in the erstwhile State of Andhra Pradesh. The authorised share capital of the Company is Rs. 10,00,000/- (Rupees Ten Lakhs only), divided into 1,00,000 (One Lakh only) equity shares of Rs. 10/- (Rupee Ten only) each. The issued, subscribed and paid-up share capital of the Company is Rs. 10,00,000/- (Rupees Ten Lakh only), divided into 1,00,000 (One Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.
(b) The Company has three shareholders viz., (1) Mr. Y. Madhav Vamsee Krishna (2) Mr. Y. Venkata Subba Rao and Ms. Y. Ragha Sudha, each having a share pattern of 34,000, 33,000 and 33,000 respectively. The Company was established with the object to carry on business as manufactures, AAC high quality light-weight, load-bearing and insulting construction bricks in sizes; to carry on business AAC steam cured blocks made out of fly ash available from thermal power stations, cement, lime, aeration agent and water and to purchase or otherwise acquired and to manufacture and deal in bricks, stone and other building materials of any kind etc.
(c) The Company did not file the Annual Financial Statements and Annual Returns with the RoC for the period since 2014-15, 2015-16, 2016-17, 2017-18, 2018-19, 2019-20 and 2020-21. It is stated that the Company never received notice in Form No. STK-1 from the RoC.
(d) The RoC issued a public notice, dated 05.05.2017, in Form No. STK-5, proposing to remove the name of the Company from the Register of Companies. The Appellant was not aware of the notice and hence, could not respond within the stipulated period.
(e) The RoC, in the absence of any reply or show cause, struck off the name of the Company and removed it from the Register of Companies, vide order dated 21.07.2017.
(f) The failure to respond to the notice, dated 05.05.2017, was an inadvertent mistake and was neither intentional nor deliberate. Other than the said reason, there was no intentional delay on the part of the Company and its Directors in complying with provisions of the Companies Act, 2013.
(g) The Respondent No. 1 Company is regular in conducting the Annual General Meetings from time to time and the accounts of the Company are maintained and audited according to the provisions of the Act, 2013.
3. The Appellant has submitted copies of Annual General Meetings, reports of the auditors and directors of the Company and other related documents of the Company for the Financial Years from 2014-2015, 2015-16, 2016-17, 2017-18, 2018-19, 2019-20 and 2020-21. The bank account statements of the Respondent No. 1 Company, vide Account No. 62191209332 held with the State Bank of India, Vivekananda Nagar, Kukatpally, together with copies of IT filed acknowledgement, have been filed.
4. The material available on record indicates that the failure of the Company to furnish the statutory returns with the RoC was not intentional. The promoters of the Company as well as the Appellant are keen to carry on and perform the objects of the Company in right earnest and intend to revive the Company. Unless the name of the Company is restored in the Register of Companies, it would suffer financially and go out of business. The directors of the company would also face disqualification in their future endeavours.
5. In the light of the above, we are satisfied that the name of the Company should be restored in the Register of Companies.
6. Therefore, the impugned order, dated 21.07.2017, is set aside. The Registrar of Companies, Telangana is directed to restore the name of the Company in the Register of Companies for the State of Telangana, and restore the original status of the 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 the status of the Company from "struck off to "active", subject to the following:
i. The Company shall, within 30 days from the date on which its name is restored in the Register of Companies, file all pending Financial Statements, IT returns, Annual and Statutory returns with the RoC, Telangana, as required under the Act, 2013 and Rules made thereunder.
ii. The Company shall, within 30 days from the date of this order, deliver a certified copy of this order to the RoC and pay a sum of Rs. 70,000/- (Rupees Seventy Thousand Only) towards cost to the RoC to defray the expenses incurred by the RoC, through online payment portal in the website of the MCA, under miscellaneous fee, by mentioning the particulars as "payment of cost for revival of Company pursuant to orders of Hon'ble NCLT, Hyderabad, in Company Application No. 10 of 2022".
iii. Upon compliance, the RoC, Telangana, on receipt of this order shall, in his official name and stamp, publish the order in the Official Gazette and restore the name of the Company in the Register of Companies, Telangana State, forthwith.
iv. The order however shall not fetter the authority of the RoC to take appropriate action against the Company for any other violation either prior to 21.07.2017 or in the interregnum.
v. Needless to say, failure to comply with any of the conditions would nullify the effect of this order.
vi. The Company's representative, who has filed the instant appeal on behalf of the Company, is directed to personally ensure compliance of this order.
7. The appeal is, therefore, allowed, with the aforementioned directions.
