The central legal point established in the judgment is that the substantial business activities and turnover of a company can indicate that it is not defunct, influencing the decision to restore its name in the Register of Companies.

1. Heard learned counsel for the petitioner-Company, learned Central Government counsel and learned counsel for the Registrar of the Companies.

2. The application has been filed for restoration of the name of the petitioner- Company in the Register of Companies by setting aside the order dated 21.6.2007 passed by the Registrar of Companies, Bihar and notified in the Gazette of India vide Gazette Notification No. 27 dated 7.7.2007.

3. It is stated that the aforesaid company was incorporated on 14.2.2003 as a Private Limited Company having an authorized capital of Rs. 3 lacs divided into 30 thousand equity shares of Rs. 10 each and paid up capital of the company was Rs. 1,10,000/-. The Company was formed for carrying on the business of all types of civil constructions. The company was also registered as one of the contractors with the Public Health Engineering Department and the Irrigation Department of the Government of Bihar and it is stated that it was getting contract from the said two departments.

4. However, it is stated that inadvertently the balance-sheet and annual returns of the company were not filed with the Registrar of Companies. It is further pointed out that the Company is not a large one and is essentially a husband-wife operation being located in a remote place, namely, Deo in the district of Aurangabad and thus when the Directors of the Company went out of station, which was quite frequent, in connection with the business of the company, the letters were either not received or misplaced. It is the stand of the Company that immediately after its incorporation the company started getting Government works and was having sufficient turnover. The same being of Rs. 23,44,461/- in the financial year ending on 31.3.2005, Rs. 15,76,385/- in the financial year ending on 31.3.2006, Rs. 33,81,408 in the financial year ending on 31.3.2007 and Rs. 1,92,083/- in the financial year ending on 31.3.2008. It is submitted that the said turnover is noted in the Balance- sheets and Profit and Loss Accounts of the Company which have been duly audited by a Chartered Accountant. It is submitted that the company was always in business and carrying on substantial business activities and has substantial movable and immovable assets which is clear from the aforesaid financial statements. However, when the Director visited the office of the Registrar of Companies in June, 2008 he learnt that the name of the company was struck off from the Register of Companies by the impugned order dated 31.6.2007 published in the Gazette dated 7.7.2007.

5. In the counter affidavit, supplementary counter affidavit and additional counter affidavit filed on behalf of the Registrar of Companies, it is stated that the name of the petitioner-company has been struck off from the Register of Companies after duly complying with the provisions of Section 560 of the Companies Act by issuing letter, registered letter and thereafter publishing the show cause in the Official Gazette and finally striking off the name of the company. It is stated that the same was done because from the very inception, after incorporation the company never filed annual returns and other documents as required under the Companies Act. Reference is also made to a circular issued by the Government of India in the Department of Company Affairs that if in such cases for three consecutive years the statutory returns are not submitted then steps may be taken for striking off the name of the company concerned. It is submitted that not only the petitioner-company did not file the statutory returns but even the letters and notices sent by the Registrar of Companies under the provisions of Section 560 of the Companies Act have remained unanswered which ultimately led to the conclusion that the company in default is not carrying on any business and accordingly the said order was passed.

6. Learned counsel for the petitioner- company submits that from the facts stated in the application it is