IRIS Tour And Travels Pvt. Ltd. vs Registrar Of Companies

This appeal is filed by the company, Iris Tour and Travels Private Limited (for brevity the 'Company'), through its Director Mr, Gopal Malhotra and

Mr. Kamal Chouhan 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 30.06.2017 vide notification no. ROC-DEL/248(5)/STK-7/2879 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 22.08.2006 having GIN U63090DL2006PTC152285.

The company is having registered office at G-81 & G-82, Old No. G-23 A, Private Office No. 02, Second Floor, Laxmi Nagar, New Delhi-110092.

The Authorized share capital of the Company is Rs.11,00,000/- divided into 1,10,000 equity shares of Rs.10/- each and issued, subscribed and paid up

share capital of the Company is Rs.10,75,000/- divided into 1,07,500 equity shares of Rs.10/- each.

The main objects of the company are:

i. To carry on the business of tour operator and travel agent, house keepers, licensed victuallers, dealers, brokers, of all kinds of foods, drinks,

proprietors of health clubs , baths, dressing rooms, laundries, salons, beauty parlors, flower boutique, grounds and places of amusements, reading

writing and newspaper room, libraries, roadways, operators of uses, cars, motors launches, boats and other means on hire and carrying on any other

business which can be conveniently carried on in connection tour and travel business.

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 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 copies of Financial Statements of the company for the financial years from 31.03.2014 to 31.03.2016. The Balance Sheet as on 31.03.2016

reflects cash and cash equivalent of Rs. 1,32,438/- and Profit of Rs. 26,270/- and also the investment in shares by the appellant in four different

companies and same is reflected as current investment in the balance sheet. In the year 2016 other income of the company is reflected for Rs.

104485/-

ii. The copies of Income Tax Returns filed for the assessment years 2013-14 to 2017-18. The tax paid for the assessment year 2016-17 is Rs. 15,144/-

.

iii. The copy of Form No. SH-7 dated 07.06.2017 i.e. notice to Registrar of alteration of share capital.

It is submitted by the Appellant that the company had filed its statutory returns till financial year 2015-16 before the striking off its name from the

Register of Companies. The company have been maintaining all the registers/documents required under the Companies Act. It is further submitted by

the Appellant that the Registrar of Companies has failed to consider the date of filing of statutory returns by the company which has been filed prior to

the striking off the name of the company from the Register of Companies.

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 against the assessee company and has no objection in revival

of the company.

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 since incorporation 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.