Gulshan Kumar Gambhir vs Registrar Of Companies And Anr.

Dr. Deepti Mukesh, J

The present appeal is filed by Mr. Gulshan Kumar Gambhir, shareholder of the M/s RR Infrareal Private Limited, under Section 252 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

08.08.2018 vide notification no. ROC-DEL/248(5)/STK-7/4865 by Registrar of Companies, the respondent herein.

It is stated that the appellant company M/s RR Infrareal Private Limited is incorporated as a Private Limited Company with the Registrar of

Companies, NCT of Delhi and Haryana on 01.01.2010 under the Companies Act, 1956 with CIN U70109DL2010PTC197560 and having its

registered office at Statesman House, 8th Floor, Barakhamba Road, New Delhi-110001.

The Authorized Share Capital of the appellant company is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs.10/ each and 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.

The main objects of the company are:

To erect and construct, sell, purchase houses, multistory building, residential apartments, commercial flats, building or take up civil and construction

work of every description on any land or immovable property of the company or upon and other land immovable property. To pull down, rebuilt,

enlarge, alter, improve and maintenance of existing houses, building or civil construction work thereon to convert and appropriate any such land into

and for roads, streets, gardens and generally to deal with and improve the immovable property of the company or any such immovable properties.

And other main objects.

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

financial years 2015-2016 to 2017-2018, 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 could not been filed with Registrar of Companies due

to inadvertence on part of the management and due to lack of professional guidance and as such there was no wilful or mala-fide motive behind non-

filing of the Financial Statements and Annual returns.

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

a) The copies of financial statements of the company for the financial years from 31.03.2015 to 31.03.2018. The Balance Sheet as on 31.03.2018

reflects Non-current investments of Rs. 1,42,15,700/- and Cash and cash equivalents of Rs. 2,85,265/-.

b) The copy of Bank Statement of Syndicate Bank from 01.04.2014 to 31.03.2018, reflecting various transactions done by the company during the

period of striking off and having closing balance of Rs. 22,453.25/- as on 31.03.2018.

c) The copies of Income Tax Returns filed for the assessment years 2014-2015 to 2015-2016. The tax paid for assessment year 2015-16 is NIL.

d) The copies of Share Certificates dated 22.03.2011 issued for 14,21,570 number of equity shares of Rs.10/- each in the name of the company M/s

RR Infrareal Private Limited of M/s Today Hotels (Andra) Private Limited.

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 submitted in its report that there is no outstanding demand against the Assessee and has no objection if the

company is considered for revival.

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

time of striking off its name, and 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(3) further 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.

The Appellant has submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as 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 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 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 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.