Darsh Optima Private Limited vs Registrar Of Companies, Nct Of Delhi And Haryana & Another

Dr. Deepti Mukesh, Member (Judicial)

The present appeal is filed by M/s Darsh Optima Private Limited (for brevity the Company) through its director, Mr. Darshan Singh Rana, under

Section 252(3) of the Companies Act, 2013 (for brevity “the Act) against the order of striking off the name of the company, passed by

the Respondent under Section 248 (1) of the Act, issued vide bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on 29.10.2019 by Registrar

of Companies, the respondent herein.

The Appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956 on 26.06.2014 with CIN U45100 DL2014 PTC268328, having its registered office at 1/4991, Third Floor,

Flat No.1, 60 Ft Road, Gali No.1, Balbir Nagar, Near Loni Road, East Delhi - 110 032, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 1,00,000/- divided into 10,000/- equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To purchase any land, plot(s) of land or immovable property or any right or interest therein either singly or jointly or in Partnership with any person(s) or

Body corporate or partnership firm and to develop and construct thereon residential, commercial complex or complex(es) either singly or jointly or

in partnership as aforesaid, comprising offices for sale or self use or for earning rental income thereon by letting out individual units comprised in such

building(s).

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. B ROC/DELHI/248(1)/STK-5/2019/3789 dated 09.08.2019. Consequently, Appellant's

name was struck off vide notice bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on 29.10.2019 (Company's name appearing at Sl. No. 1716)

whereby name of 8114 companies have been struck off w.e.f. 29.10.2019 from the Registrar of Companies.

As per the ROC, Appellant had not filed its Annual Accounts and Returns for the Financial Years 2016-17 to 2018-2019, thereby giving rise to

the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of

Section 248 of the Companies Act, 2013 read with Rule 7 and Rule 9 of the Companies (Removal of Names of Companies from the Register of

Companies) Rules, 2016.

The Appellant has brought forward the following documents about it being in operation and functional during the period of striking off:

i. The copies of Audited Financial Statements of the company for the period from F. Y. 2016-17 to 2018-19. The Balance Sheet as on 31.03.2019 reflects Current Assets

in form of Current Investments of Rs. 2,50,000/-, Expenses in form of Employee Benefit Expenses of Rs. 9,80,000/- and Other expenses of Rs. 15,28,133/--

ii. The copy of Bank Statements of the Company in Vijaya Bank for the period 19.05.2018 to 21.03.2019 showing various transaction details of the company and

reflecting closing credit balance of Rs. 7,295/- as on 21.03.2019. The copy of Bank Statements of the company in Bank of Baroda bank for the period 20.06.2019 to

20.07.2019 showing various transaction details of the company and reflecting closing credit balance of Rs. 9,118/- as on 20.07.2019.

iii. Copies of Income Tax Returns for the Assessment Years 2017-18, 2018-19 and 2019-20. The tax paid by the company for A.Y. 2018-19 is Rs. NIL.

iv. The copy of certificate of dealership dated 08.09.2017 issued by M/s Gomselmash for sole distributorship of OJSC.

v. The copy of Certificate of Authorized Distributor and Channel partner issued by CELIKEL dated 24.02.2019, as exclusive authorized distributor and channel partner

in India, who are also authorized to sell their products abroad.

vi. The copy of Share Certificate issued by M/s Gomselmash India Private Limited in the name of appellant dated 31.07.2017.

ROC has filed its reply and stating that they have no objection if the name of company is restored in the Register of Companies, subject to appellant

filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as prescribed under the

Companies Act, 2013.

The Income Tax Department has not filed any reply.

The grounds contemplated under section 252 of Companies Act, 2013, Dor, are that the company was carrying on business or was in operation

at the time of striking off its name or where it appears “just†to the Adjudicating Authority that the name of the company is to be restored to the

Register of Companies and the Section 252(1) further contemplates that one of the above three conditions are required to be satisfied

before exercising jurisdiction to restore the company to its original name on the register of the Registrar of Companies.

The Appellant has submitted sufficient evidence that it has been in operation during the period preceding strike off, therefore, it could not

be termed as a defunct company as per section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) of the Companies Act,

2013, which vests this Tribunal with a discretion where the Company, whose name has been struck off, and such Company is able to demonstrate that

it is just to do so, can restore the name of the Company, in the Register and in the interest of all stakeholders, including the Appellant itself, who seeks

restoration of the name of the Company in the register maintained by Registrar of Companies, the company deserve to be restored. Accordingly, this

appeal is allowed. The Public Notice of Registrar of Companies, striking off the name of the company, is hereby declared illegal and set aside. The

restoration of the company's name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents with proper

filing fees along with additional fees required under law and completion of all formalities, including payment of any late fee or any other charges which

are leviable by the respondent for the late filing of statutory returns, and also subject to payment of Rs. 25,000/- to be paid to Prime Minister's Relief

Fund. The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar of Companies, as if the name

of the company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

The Appeal stands allowed and disposed of in the above terms.

Let the copy of the order be served to the parties.