Blu Rangers Security and Facility Management Services Pvt. Ltd vs Registrar Of Companies Nct Of Delhi & Haryana

Rahul Bhatnagar Hon’ble Member (Technical)

This Appeal has been filed by the Company named “M/s. Blu Rangers Security and Facility Management Services Pvt Ltd”, hereinafter referred to as “the Appellant-Company” invoking the provisions of Section 252 (3) of the Companies Act, 2013 (the Act) for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi & Haryana. The authorized capital of the Appellant-company is Rs.5,00,000/- and paid up share capital of Rs.1,00,000/-.

As per the averments M/s. Blu Rangers Security and Facility Management Services Pvt Ltd., was incorporated on 19.03.2021 as a private limited company and has its registered office at 248-A, Ground Floor, Rama Market, Munirka, New Delhi -110067 having CIN No. U74999DL2021PTC378851.

Since incorporation, the main objects of the Appellant-company as set out in Memorandum of Association are: -

a) To carry on the business of providing manpower placement and recruiting selecting interviewing training and employing all types of executive’s middle management staff junior staff workers labourers skilled unskilled required by various industries and organizations.

b) To provide the skilled/unskilled labours to the educational institutions and contract labours to the organizations.

The Appellant company in its affidavit stated that due to defaults in statutory compliances, namely failure to file FORM INC-20A within 180 days of incorporation as per Sec.10A of Companies Act, 2013 r/w Rule 23A, the ROC initiated proceedings under sec.248 of Companies Act for the purpose of striking off the name of the Company from the Register of ROC.

Consequently, its name was struck off by the Respondent from the Register of Companies under Section 248 of the Companies Act, 2013 vide struck off Notice No. ROC-DEL/248(1)/STK-5/2022/5739 dated 28.09.2022 followed by Struck off Notification dated 06.01.2023 at Sr.No.1046 published in the official Gazette.

The Appellant further stated that the Appellant Company was active in its business activities since incorporation and was carrying on its business activities at the time of striking off the name from the Register of Company, which is evident from the financial statements for the financial year 2021-22 of the Applicant Company. The revenue from operations of the Applicant Company for immediately preceding year Financial Year 2021 - 22 was Rs 14,000/- and the Company incurred a loss of Rs. 3,24,191.08 in Financial Year 2021-22. Further, the company has also deposited the ESIC for its only employee for Financial Year 2021-2022.

The appellant-company submitted following documents with their petition: -

Particulars

Revenue from operations

Bubmitted with the Petition for 2021-22.

Audited Financial statement

Submitted with petition.

Bank Statement

Submitted with the petition for the ICICI Bank and Bank of Baroda Accounts.

Income   Tax   Returns Acknowledgements

Submitted with the petition

GST    Returns

Acknowledgements.

Attached Form GSTR-3 for 2021- 22 with the petition

Further, the Applicant Company filed the Income Tax Return in the Form ITR - U with the Income-tax Department. The Company has filed its Goods and Service Tax Returns i.e. GSTR-3-B and GSTR-1 on timely basis for Financial Year 2021 – 22 as per copies attached with the petition. The Company is also maintaining current accounts with Bank of Baroda CFS Gurgaon Branch and ICICI Bank R.K Puram Branch, Delhi.

We had issued notice to the ROC and Income Tax Department as recorded in order dated 11.04.2023. Upon notice, Income-tax Department appeared and stated that since the matter relates to revival of the company they have no objection as recorded in Order Dated 23.08.2023. Despite various opportunity given to the ROC, they did not file their report.

The Appellant-company admitted that due to inadvertence, they could not file the statutory return Form INC-20A with the stipulated time. However, the appellant undertook to file all outstanding statutory documents including INC-20A for the period along with filing fee, as application on the date of actual filing.

The appellant-company also submitted that the company was maintaining all required documentations as per provisions of the Companies Act, 2013 and had been conducting its day to day affairs and also carrying on its business during the two preceding Financial Years.

Non filing of above statutory documents with ROC is an inadvertent mistake on the part of the management of the company but it was not deliberate. The Appellant company submitted that they are ready to file the above statutory documents now with payment of additional fees.

We have considered the plea of the Appellant. The Appellant is seeking restoration of the name of the Company namely M/s. Blu Rangers Security and Facility Management Private Limited in the Register as maintained by RoC relying on the ground that the Appellant Company is actively doing business uninterruptedly since 2018.

The provisions pertaining to restoration of the name of the company have been provided in Section 252 of the Companies Act, 2013 which includes that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its Register.

The documents filed by the Appellant indicates that the Company was doing business. Considering the facts and circumstances of the present case, we are of the considered view that it is “just and proper” to restore the name of the company to the Register of Companies as maintained by the RoC.

Accordingly, the appeal is allowed subject to payment of costs of Rs. 25,000/- to the Registrar of Companies. The restoration of the Appellant Company’s name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of all formalities, including payment of any late fee or other charges which are leviable by the respondent for the late filing of statutory returns. The name of the petitioner company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name of the company had not been struck off.

The direction for freezing the Bank Account(s) of the Appellant company, if on this ground, shall consequently be also set aside immediately to enable the company to carry out its business operation. Compliance of this order for restoration shall be made by the respondent with all its consequential effects within one week of compliance by the appellant.

The appeal is allowed and disposed of accordingly. Let the copy of the order be served to the parties.