GOMTI Water Sports And Resorts Private Limited vs Registrar Of Companies And Anr.

Dr. Deepti Mukesh, J

This appeal is filed by the company, Gomti Water Sports And Resorts Private Limited (for brevity the ‘Company’), along with its Director

Ms. Madhulika Rai under Section 252(1) 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 read with Rule 7 of Companies (Removal of Names of Companies from the

Register of Companies) Rules, 2016 published on 18.06.2018 vide notification no. ROC-DEL/248/STK-5/2018/2912 by Registrar of Companies, the

respondent herein.

The company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of

Delhi and Haryana on 20.12.2001 having CIN U51909DL2001PTC113497.

The company is having registered office at C-9, 9870, Vansant Kunj New Delhi-110070. The Authorized share capital of the Company is

Rs.15,00,000/- and issued, subscribed and paid up share capital of the Company is Rs.1,02,000/-

The main objects of the company are:

i. To carry on the business of providing fun, entertainment and amusement of all sorts and to set up amusement parks, water sports, water parks and

water games.

ii. And other main objects.

As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements, the

name of the company was struck off in terms of provision of Section 248(1) 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 submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

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

i. The copies of Financial Statements of the company for the financial years from 31.03.2016 to 31.03.2018. The Balance Sheet as on 31.03.2018

reflects revenue from operations of Rs 28,09,900/- and Loss of Rs. 16,65,017/-

ii. The company has incurred employee benefit expense of Rs. 36,50,000/- for the financial year ending on 31.03.2018.

iii. The copy of Bank Statement of company issued by Bank of India, from 01.04.2015 to 26.06.2018, reflecting various transactions done by the

company during the period of striking off and having closing balance of Rs. 5,63,878.27/-

iv. The copies of Income Tax Returns filed for the assessment years 2015-16 to 2018-19. The tax paid for the assessment year 2018-2019 is Rs

27,500/-

The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was

carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional

fees.

The Income Tax Department has not submitted its report despite of giving opportunities, but the appellant company has filed income tax return for

the assessment years from 2015-16 to 2018-19, which is annexed with the application.

The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its

original name on the register of the Registrar of Companies namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

The Appellant have submitted sufficient evidence that it has been in operation during the period of striking off and therefore could not be termed

as defunct company. Thus, taking into consideration the provisions of Section 252(3) 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 there is a running business as on the

date when the name was struck off and also keeping in consideration 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 deserved to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is 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 cost 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 is disposed of accordingly.

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