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Judgment
Dr. Deepti Mukesh, J
The present appeal is filed by the company M/s Charandevi Finlease Private Limited (for brevity ‘The Appellant company’) through its director Mrs. Ranjana Nanda under Section 252 of the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the name of the company M/s Charandevi Finlease Private Limited (for brevity ‘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 is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 02.06.1998 under the Companies Act, 1956 with CIN U65921DL1998PTC094221 and having its registered office at Plot no.111, 3rd floor, Near Hyundai Workshop, Sudershan Road, Gautam Nagar, New Delhi-110049.
The Authorized Share Capital of the appellant company is Rs. 25,00,000/- and the issued, subscribed and paid up share capital of the Company is
Rs. 25,00,000/-.
The main objects of the company are:
Subject to the approval of R.B.I under RBI Act, 1934 as amended by R.B.I. (Amendment) Act, 1997 to carry on the business of general finance and to finance for purchasing and selling of industrial and office plants, equipments, machinery, vehicles, buildings, real estates, electrical and electronics equipments, computers and other capital goods to industrial and commercial undertakings.
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 2012-2013 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 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 31.03.2014 to 31.03.2018. The Balance Sheet as on 31.03.2018 reflects Revenue from Operations of Rs. 3,70,664/ and Tangible Assets of Rs. 6,09,177/-
b) The copies of Income Tax Returns filed for the assessment years 2014-2015 to 2018-2019. The tax paid for assessment year 2018- 2019 is Rs.30,467/.
c) The copy of Title Deed of Immovable property executed by Sh. Ram Lal in the favor of appellant company through its Managing director Sh. A L Arora, for a sale of property situated at House No.175, M.I.G. Type B situated at Sector 10, Housing Board Colony, Faridabad for a total sale consideration of Rs.13,60,000/-.
Registrar of Companies submitted 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 Assesse 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 have submitted an evidence, mainly the possession of immovable property by the company and further efforts of investment to be made in immovable property by the company and that it has been in operation during 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 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.