Jinan K.R, Member - (1.) This is an appeal filed by M/s. Cropeco Exim Private Limited Company, represented by Mr. Manish Maiti, a Shareholder who is holding 5000 (50%) shares in the company under Section 252 of the Companies Act, 2013, by inter-alia seeking to direct the Respondent to restore the Company which was struck off, by the Registrar of Companies; and to permit it to carry on the normal business etc.
(2.) Brief facts, leading to filing of the present Company Appeal, are as follows: (a) M/s Cropeco Exim Private Limited (is referred to as "Company") is a private Limited Company and was incorporated on 13.08.2013 in the State of West Bengal. (b) The Authorized share capital of the Appellant Company is Rs. 1,00,000/- (Rupees One Lakh) divided into 10,000 Equity Shares of Rs.10/- (Rupees Ten) each with power to increase and reduce the capital of the Company and to divide or sub divide the shares in capital for the time being into several classes and to attach thereto respectively such preferential qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of the Company for the time being and to modify or abrogate of any such rights privileges or conditions in such manner as may be permitted by the Act, or provided by the Articles of the Company for the time being. (c) The main objects of the Company, in brief, as revealed from the Memorandum of Articles of Association are to carry on the business to buy, sell, deal, barter, import or export whether the wholesalers or retailers or as exporters or importers as principles of agents or brokers or otherwise or to catch fish and to procure and manufacture any substances or articles wholly or partially from fish or sea foods for human or animal consumption and to carry out the business of keepers, ware housemen and transporters of fish and also incidental business to let out on hire import, export and deal in all factories, works, plant, machinery, tools, utensils, appliances and carrying similar other business of being profitable to deal with in connection therewith and to, experiment with and deal in all products or residual and by products incidental or to obtained in any of the business. (d) There are two key managerial personnel being Mrs. Shalini Basu and Mr. Manish Maiti appointed as the Directors of the Company since the incorporation of the company. The appellant company had commenced operations after incorporation and has been doing business ever since, without any break. But due to inadvertent mistake the Petitioner Company failed to file its statutory returns and other documents for the period from 31.03.2014 to 31.03.2016. (e) The appellant having failed to submit their balance sheet and annual return with the respondent and when approached along with required statement learned that the status of the company was showing "Strike Off' and hence filed this appeal producing all the required documents inclusive of balance sheets and annual return for the years 2013-14,2014-15,2015-16 marked and annexed as Annexure- A-2. (f) The appellant further states that it has been carrying on the business and is in operation and the same would appear from the balance sheet of the company. However, there are no pleadings in the appeal about the nature of the business allegedly carried on by the company or that regular meeting were conducted but produced Directors Report for the year ended 31st March,2014 and extract of Annual Return ending 31.03.2015 marked and annexed as 'Annexure A-2'. Directors report for the Financial year ending 31st March, 2015 and onward, not seen produced.
(3.) The appellant further contends that due to inordinate delay in replying to the notice of the respondent, ROC under sub-section (1) of 248 of the Companies Act, 2013 had already removed the name of the appellant and when the removal brought to the notice the representative of the appellant went to file the statutory documents as per the requirement of the Act and produced the documents requesting to change the status of the company from the site so that the statutory compliance can be made as per the requirement of the Act. But the respondent did not accept audited account as the company name has been struck off.;