IN THE HIGH COURT OF JUDICATURE AT PATNA Company Petition No.12 of 2011 ====================================================== M/S Raj Lakshmi Steel Pvt. Ltd. .... .... Petitioner/s Versus The Union Of India & Ors .... .... Respondent/s ====================================================== Appearance : For the Petitioner/s : Mr. Surendra Singh For the Respondent/s : ====================================================== CORAM: HONOURABLE MR. JUSTICE RAMESH KUMAR DATTA ORAL ORDER 10 29-06-2012 Heard learned counsel for the petitioner. No one appears for the Union of India and the Registrar of Companies, although counter affidavit has been filed on their behalf. The petitioner seeks quashing of the Gazette Notification dated 7.7.2007 at serial No.03, by which the name of the petitioner company has been struck off from the Register of Companies. The petitioner company was registered as a Private Limited Company in the year 1987. Thereafter, it is stated that the petitioner started carrying on its business but the statutory returns were not filed after 31.3.1988 due to negligence on the part of the auditors who had been instructed to file the balance-sheets and the profit and loss accounts. While the Director of the Company was searching its status in the month of June, 2010, he learnt that the name of the petitioner company has been struck off from the register of Companies under Section 560 (5) of the Companies Act, 1956. Immediately thereafter, an application was made to the Patna High Court COM PET No.12 of 2011 (10) dt.29-06-2012 2 Registrar of Companies, Bihar and Jharkhand on 28.6.2010 to furnish the copy of the Gazette notification published by letter dated 6.7.2007, by which the name of the petitioner company was struck off. It is the stand of learned counsel for the petitioner company that while striking off the name of the petitioner company the mandatory provisions contained in Section 560 (1), (2) and (3) of the Companies Act, 1956 were not followed and thus the striking off of the name of the company is invalid and illegal and ought to be set aside by this Court. It is further submitted that the petitioner company was carrying on its business continuously since the date of its incorporation and, therefore, its name ought not to have been struck off from the Register of Companies and thus, it is a good ground for restoring the name of the petitioner company to the Register of Companies. In support of the same, learned counsel for the petitioner company relies upon the audited balance-sheets and profit and loss accounts of the company which, according to him, shows that the company was carrying on the business of sale and purchase of iron and steel at the relevant time when its name was struck off. It is submitted that up-to-date balance-sheets and profit and loss accounts of the company have been duly audited and the petitioner is willing to file the same with the Registrar of Companies upon paying the additional fees as prescribed for the Patna High Court COM PET No.12 of 2011 (10) dt.29-06-2012 3 said purpose. In the counter affidavits filed on behalf of the Union of India and the Registrar of Companies, it is asserted that the name of the petitioner has been rightly struck off from the Register of Companies under Section 560 (5) of the Act. It is stated that the company had not submitted its statutory returns since its incorporation before the Registrar of Companies. It is also asserted that all the steps as required under the provisions of sub- sections (1), (2) and (3) of Section 560 of the Companies Act were taken in the present matter before the name of the petitioner was struck off from the Register of Companies, but the respondents are not in a position to produce relevant records as they were misplaced in the course of implementation of E- Governance Project MCA- 21 which involved digitalization of a large number of documents filed by about 12,000 companies registered with the office of the Registrar of Companies, Bihar and Jharkhand. It is, however, lastly submitted in the counter affidavit that if the petitioner satisfies this Court that the company was carrying on business at the time of striking off of its name from the Register of Companies then the Registrar of Companies has no objection if the company is restored to the Register of Companies provided that the petitioner agrees to pay all the due statutory returns, i.e., balance-sheets and profit and loss accounts and annual returns and other such formalities, if any, which are Patna High Court COM PET No.12 of 2011 (10) dt.29-06-2012 4 required to be filed with the Registrar of Companies within 30 days along with such filing fees and additional fees as per provisions of the Companies Act and also in compliance with other statutory formalities. I have considered the facts and circumstances stated in the pleadings of the parties as also the submissions of learned counsel for the petitioner company. The manner in which the affairs of the company were being carried on by not submitting a single statutory return admittedly by the petitioner itself after 31.3.1988 goes to show that there is no substance in the allegations made that no notices were duly sent or received from the office of the Registrar of Companies. It is true that the Registrar of Companies has not been able to produce such documents but the reasons have been assigned for the same. However, apart from the said fact, from the audited balance-sheet and the profit and loss accounts of the company filed in this Court, it is evident that the company was carrying on some business at the time when its name was struck off from the Register of Companies and was, thus, in operation when its name was struck off from the Register of Companies. On a consideration of the aforesaid facts and circumstances, and that the balance-sheets and profit and loss accounts of the company have been duly audited on a year to year basis, I am of the view that it would be just and proper to restore Patna High Court COM PET No.12 of 2011 (10) dt.29-06-2012 5 the name of the company to the Register of Companies. The sriking off of the name of the petitioner company by order dated 21.6.2007 published in the Gazette Notification dated 7th to 13th July, 2007 is quashed and the name of the company is directed to be restored to the Register of Companies. It is further directed that the petitioner shall file all its statutory annual returns and the statements of accounts with the Registrar of Companies and other statutory requirements under the Companies Act and Rules within a period of 30 days from today along with such fees and additional fees as are required by law. It is also directed that the Company and all its creditors shall be placed in the same position as if the name of the petitioner company had not been struck off from the Register of Companies. Let a certified copy of this order be delivered to the Registrar of Companies within 30 days from today by the petitioner. V.P.Sinha/- (Ramesh Kumar Datta, J)