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Judgment
The present appeal is filed by M/s Aerolink India Private Limited (for brevity the ‘Appellant’) through its director Mr. Rakesh Mohan Bhalla,
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 01.09.2017 vide notification no. ROC-DEL/248(5)/STK-7/5071 by Registrar of Companies, the respondent herein.
It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on
30.07.1997 under the Companies Act, 1956 with CIN U63040DL1997PTC088796.
The company is having its registered office at Flat No. 104, First Floor, B Plaza, 85-A, Zamrudpur, GK-I, New Delhi-110048.
The Authorized Share Capital of the company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs.10/-each. The issued, subscribed and paid
up share capital of the Company is Rs.1,00,000/- divided into10,000 equity shares of Rs.10/-.
The main objects of the company are:
To carry on the business In India and aboard of tourists and travel agents, transport agents contractors fright and passage brokers and representatives
of airlines, steamship line, railway and other carriers whether Indian or foreign to arrange and operate tours, to facilitates, travelling by land, air, sea
and space and to provide for tourists and travelers, provision of convenience of all kinds by way of issuance of rail/air/sea tickets, circular tickets,
sleeping cars and berths, reserved places, hotels and lodging accommodations guides, safe deposits, enquiry bureau, libraries, reading rooms, baggage
transport.
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 2006-2007 to 2016-2017, 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:
a) The copy of Bank Statements of the Company of SBI Bank for the period 01.02.2015 to 23.07.2018 showing various transaction details of the
company and reflecting closing balance of Rs. 7,341/- as on 23.07.2018.
b) The copies of financial statements of the company for the financial years from 31.03.2006 to 31.03.2017. The Balance Sheet as on 31.03.2017
reflects Revenue from Operations of Rs. 6,43,250/-and Employee Benefits expenses of Rs. 2,76,000/-.
c) The copies of Income Tax Returns filed for the assessment years 2007-08 to 2017-18. The taxes paid by the company for A.Y. 2017-18 is Rs.
18,014/.
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 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 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 inspite of various opportunities given.
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 above 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.