Investvedya Infratech Pvt. Ltd. And Ors. vs Registrar Of Companies

Dr. Deepti Mukesh, J

This appeal is filed by Investvedya Infratech Private Limited (for brevity the ‘Company’), through its director Mr. Ved Prakash 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 08.08.2018 vide notification no. ROC-DELHI/248(5)/STK-7/4865 by Registrar of Companies, the respondent herein.

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

and Haryana on 16.04.2013 having CIN U70200DL2013PTC250833. The company has changed its name via certificate of incorporation from VGS

Invest Infratech Private Limited to Investvedya Infratech Private Limited as on 22.09.2015 and the same is placed on record.

The company is having registered office at House No 258, Block-AKH No 264, Phase-1, Chhaterpur Enclave, New Delhi-110074. The Authorized

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

The main objects of the company are:

i. To engage in infrastructure development, real estate promoters, developers & project management association including civil, mechanical, electrical,

and all other types erection, commissioning projects, projects trading as well as consultant for execution of projects on turnkey basis for equipment of

industrial, domestic and other purposes.

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 since incorporation 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 appellants have stated that no notice under section 248(1) of the Act in the form of STK-1 was received by the Company or any of the

directors or any person on their behalf and hence not afforded any opportunity of being heard before striking of the name of the company.

However, without going into the controversy of the latches in following the due procedure of law by Registrar of Companies before the final act of

striking off the name of the company from the register of companies maintained by Registrar of Companies, for non-filing of statutory documents by

company for the relevant period, through publication of notice, the appellants have preferred to prove with documents and records that the company

was in operation and doing business during the period of striking off the name of the company as a better remedy.

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

i. The copy of Bank Statement of the company issued by RBL Bank from the period 05.11.2016 to 01.03.2018 having closing balance of Rs. 8,804/-

and IDBI bank from the period 12.09.2014 to 24.02.2016, having closing balance of Rs 5,830/- reflecting various transactions done by the company.

ii. The copies of Financial Statements of the company for the financial years from 31.03.2015 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects revenue from operations of Rs. 75,000/- and Loss of Rs. 88,871/-

iii. The copy of Income Tax Return filed for the assessment year 2015-16 to 2017-18 and the tax paid for the assessment year 2017-18 is NIL.

iv. The copies of Form 26 AS for the assessment years from 2015-16 to 2017-18.

v. The copy of GST registration certificate having registration number 09AAECV4106B1ZQ issued on 07.10.2017.

vi. The copy of GST returns filed quarterly in Form GSTR-3B for the year 2017-18.

It is further submitted by the Appellants that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of

Delhi and Haryana was due to inadvertence on part of the management and as such there was no wilful or mala-fide motive behind non-filing of the

Financial Statements and Annual returns.

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 pending against the assessee company and has no objection if

the company is considered for revival.

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.