H.P. Chaturvedi, Member - (1.) The present petition is filed by the applicant company M/s. Snap Pack Private Ltd. and others seeking for restoration of its name in the Register of the Registrar of Companies Kanpur Uttar Pradesh. The applicant company has prayed for such declaration to this effect that its name has not been struck off further, a declaration to be made public, (under Section 560(5) of the Companies Act, 1956 read with corresponding provision Companies Act, 2013), through a Gazette Notification declaring such that the previous Notification dated 11th May, 2010, so far as the applicant company is concern, has no effect on dissolving of the Company.
(2.) The applicants by this petition has submitted that they were not aware of proceedings undertaken by the Registrar of Company for striking of the name of the applicant's company from its register. As per them, the ROC acted without jurisdiction in directing for issuance of Gazette Notification under Section 560(5) Companies Act, 1956, by deregistering the company. As consequence thereof the applicant company now stands as dissolved despite, being this fact the applicant company is having a huge asset to fulfill its commitment and capable to restart its function to meets its object. If the name of the company is restored in the register of ROC, then there would be no loss to anyone, and the applicant company will start running of its business, otherwise while the company would have to suffer irreparable loss, in case its name is not restored. Thus the applicant company would be prevented from pursuing its business activities.
(3.) The facts in brief raising to the present company application seeking for above stated relief are stated as under. The applicant company No. 1 was incorporated under the provision of the Companies Act, 1956 with the Registrar of Companies. U.P. on 08.03.1995 and was allotted Registration Number as 20.17663 and subsequently on 10.11.2009, it changed its Registered office from-44, industrial Area, Meerut Road, Ghaziabad (U.P.) to 35. K.M. Delhi-Hapur road, Jindal Nagar, Ghaziabad, Uttar Pradesh-UP, 201001 on 10.11.2009. 1. It is stated that even though the Registered office of the company was changed yet, the Form No. 18 prescribed for change in registered office of the company could not been filed with the office of the Registrar of Companies Kanpur due to some technical problems. 2. The main object for which the company was incorporated may be described in the application are stated as under. i. To carry on the business of manufacturing, converting, producing, developing, processing, assembling, treating, making, taking on hire, otherwise acquiring, blending, formulating, packing, finishing, buying, selling, distributing, marketing, importing, exporting, fabricating or otherwise dealing in all types, grades, kinds, sizes like colour/black and white photographic papers, roll films, cinema film, X-ray film, graphic art film, other film and allied products like photographic chemicals, reagents, substances, equipments, instruments, accessories. ii. To carry on the business of manufacturers, convenors exporters, importers, buyers, sellers, agent, processors and dealers in products like moulded articles, tubes, profiles, mouldings, films, sheets bottles, containers, caps made from or constructing of whether in part of plastic, rubber or any other synthetic materials of all types grades and descriptions. iii. To carry on the business if manufacturing, converting, producing, processing, finishing, coating, buying, packing, selling, distributing, importing, exporting, fabricating, laminating or otherwise dealing in all types and varieties of paper and paper board including whether or not coated, printed, laminated, impregnated, covered, coloured, gummed, carbon, paper transfer, thermal, reinforced, embossed, perforated, bleached. A copy of the certificate of incorporation, memorandum of association and article of association of the company has been filed with application marked as Annexure-1 3. It is stated that the authorized share capital of the company is Rs. 10,00,000 - (Ten lakh) The paid-up capital of the company is Rs. 1,00,000/-. It is also submitted that in compliance of the amendment made in Section 3 of the Companies Act, 1956 with effect from 13.12.2000, the authorised capital of the company was increased from Rs. 3,000 - to Rs. 1,00,000/- the company allotted 9,700 share of Rs. 10/- to its shareholders on 05th March, 2002. A Copy of such proceedings relating to the increase in share capital and allotment of shares has been filed as ANNEXURE-2 with the present application. 4. It is further stated that even though such allotments were made, but for somehow reasons the Form-2 prescribed for return of allotment of shares could not be filed with the Registrar of Companies. Kanpur U.P. such allotments were made to the shareholders: whose details are given as under. 1. Mr. Srinivas Amaravadi - 2400 shares 2. Mr. Vinumon Kizhakkeveetil Govindan - 2400 shares 3. Mr. Suresh Kumar Jindal - 2400 shares 4. Mr. Manoj Kumar Rastogi - 2500 shares 5. It is also submitted that the Directorship in the company was being changed from time to time. Initially the first Directors of the company were Mr. Kamal Kumar Jain, Mr. Mahesh Panchal and Mr. Srinivas Amaravadi they joined on 20.03.1995. Subsequent thereto, Mr. Mahesh Panchal resigned from the directorship of the company on 20.03.1995. Thereafter, Mr. S.K. Gupta was appointed in August. 1997 thereafter, Mr. S.C. Sharma was appointed as Director w.e.f. 1st May, 2010. Thereafter. Mr. S.K. Gupta and Mr. Kamal Kumar Jain resigned from the Directorship of the company on 01.05.2010 and 02.05.2010 respectively. It is submitted that the change in the Directorship of the company from time to time was duly informed and necessary forms were submitted before the Registrar of Companies except for the change in directorship made in the company during the year 2010. 6. That in order to pursue its objectives, the applicant company decided to do packaging business and for that purpose it purchased a land admeasuring 40300 Sq. Meters at Amboli Road. Village Kala, Khanvel, Silvass (Union territory of Dadar and Nagar Haweli). 7. It is further stated that the packing business of the applicant company received a proposal to do the job work for M/s. India Polyfilms Limited which was having its Plant located near by the land purchased by the applicant. The M/s. India Polyfilms Limited is having its Registered Office at 5, Hanuman Road, New Delhi-110 001. 8. The applicant company has explained such stating that before the applicant company could setup its Plant on the purchased land some changes took place as the India Polyfilms Limited got merged with M/s. Jindal Polyester Limited in the year 1999-2000, and it decided to shut down its Plant at Khanvel in the year 2000. Hence, on account of such fortuitous circumstances the applicant company could not commission its civil work for the Plant in Indian Polyfilms limited which was renamed as M/s. Jindal Poly Films Limited on 19th April, 2004, by the M/s. Jindal Polyester Limited, (the resultant company,) 9. It is slated that M/s. Jindal Poly Films Limited has been successfully running its other Plants and has staggering turnover of Rs. 2644 Crores during the Financial Year 2015-16. One of the Plants operated by M/s. Jindal Poly Films Ltd. is at Mundegaon, Nasik (Maharashtra). 10. Thus, it is stated that, there is already an existing Memorandum of Understanding entered into between the applicant and M/s. Jindal Poly Films Ltd. For doing its job work as soon as the applicant company commission its civil work/work of the plant as per its above referred MOU. A copy of such said Memorandum of Understanding entered into between the applicant and M/s. Jindal Poly Films Ltd. dated 17.01.2017 has been filed ANNEXURE-4 with the present application. Thus by explaining the reasons stated as above the applicant company submits that it never gave up idea of business but was exploring for various possibilities of business, which could not be started earlier on account of reasons mentioned in prescribing paras. It is further contended that communication from the e.g. ROC unfortunately did not reach to the applicants and on account of non-reply from their side the opposite party e.g. Registrar of Companies struck off name of the applicant company from its Register in exercise of its powers conferred under Section 560 of the Companies Act, 1956. Such decision of the Registrar of the Companies has further been got published in the Gazette of India on 11.05.2010. A copy of the Gazette Notification dated 11.05.2010, has been filed and marked as ANNEXURE-5 to the present application. 11. It is also contended that the applicant company did not receive any notice as contemplated under Section 560(1) or Section 560(2) of the Companies Act, 1956. It is categorically stated that the applicants were completely unaware of proceedings undertaken by the Registrar of Companies for striking off the name of the applicant company from its Register. Under the above stated circumstances the Registrar of Companies acted for removing the name of the company and directed to issue of a Gazette Notification under Section 560(5) of the companies Act, 1956, the consequence of which the name of the company stand struck off. 12. In support of the present application the company filed a certificate of its charted accountant-the Annul Accounts of company in respect of the financial year 2015-16. A copy of the aforesaid Balance sheet and the Profit & Loss Account, are annexed to the present application as ANNEXURE-6 13. It is submitted that the directors of the company are interested in the restoration of the name of the company in the Register of the Registrar of Companies, U.P. In support of this an affidavit of a director of the company who is also a company's shareholder has been filed as ANNEXURE-7 to the present application. It is also stated that the other directors have also agreed to file of the present application. 14. It is further submitted that each one of its present and ex-shareholders are interested in restoration of the name of the company and each of present and ex-shareholders have filed affidavit for the purpose of restoration of the name of the company in the Register of the Registrar of Companies, U.P., which are marked as ANNEXURE-8 and ANNEXURE-9 to the present application. 15. It is stated that there is huge asset available with the company with firm commitment for restart of business. It is stated that there is going no loss to any one by running the company. The company will start its business soon after its name is restored by the direction of this Tribunal. 16. It is pleaded that by restoration of the name of the company in the Register of Registrar of companies Kanpur U.P. would make it possible to restart its business smoothly and in turn this would provide, employment, contribution to exchange and add to growth of industry at the micro level thus this would add to the public interest. 17. It is also pleaded in the petition that there are no creditors in the applicant company and by restoration of its name there will be no prejudice to anyone/authority. Hence, such prayer is being made for restoration of the name of the applicant company in the Register of the Registrar of the Companies, U.P. as well as for nullifying the effect of Gazetted Notification dated 11th May, 2010, in respect of the applicant company, that it does not stand as dissolved.;