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Judgment
The present appeal is filed by M/sInfinity Buildcon (India) Private Limited (for brevity the 'Company') through and byits director, under Section 252(3) 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, issued vide bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018by Registrar of Companies, the respondent herein.
The appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana under the Companies Act, 1956 on 28.03.2007with CIN U74999DL2007PTC161229,having its registered office situated atW-156, First Floor, Greater Kailash-1, New Delhi- 110048,within the jurisdiction of this Tribunal.
The Authorized Share Capital of the company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. 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, as per the Master Data Annexed.
The main objects of the company are:
(a) To purchase, sell, own, develop, improve, let, take on lease, assign, hire or otherwise dispose off or let out or give on rent lands of any tenure or interest therein and to develop, erect, construct and furnish Industrial, Residential, Commercial Social, Rural and/or Urban Townships or Estates and to rebuild, enlarge, alter and improve existing structures and works thereon and to act as town planners and civil contractors and to carry on the business of Real Estate Developers and colonizers and for such purpose to prepare estimates, designs, plans and specifications.
(b) And other main objects.
The Respondent herein had issued Public notice bearing No. ROC/DELHI/248/STK-5/2018/2912 dated 18.06.2018.Consequently, Appellant's name was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018(Company's name appearing at Sl. No. 9272) whereby name of 24280 companies have been struck off w.e.f. 08.08.2018 from the Registrar of Companies.
As per the ROC, Appellant hadnot filed its Financial Statements and Annual Returns for the period 2014-18, thereby giving rise to the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of provisions of Section 248 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 brought forward the following documents about it being in operation and functional during the period of striking off:
i. The Copies of Audited Financial Statements of the company for the period from F. Y.2014-18. The Balance Sheet as on 31.03.2018 reflects Assets in form of Fixed Assets of Rs. 10,73,301/-, Current Assets in form of Cash and Cash Equivalents of Rs. 2,36,741/-, Expenses in form of Other Expenses of Rs. 12,89,530/-and Other Income of Rs. 22,22,084. The Other Income of Rs. 15,72,386/-, as on 31.03.2017 is also reflected.
ii. The Copy of Bank Statements of the Company in State Bank of India for the period 10.05.2016 to 11.09.2018 showing various transaction details of the company and reflecting closing credit balance of Rs. 1,34,892.13 as on 24.08.2018.
iii. Copies of Income Tax Returns for the Assessment Years 2015-16, 2016-17, 2017-18 and 2018-19.
ROC has filed its replyand stating that they have no objection if the name of company is restored in the Register of Companies, subject to appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as prescribed under the Companies Act, 2013.
The Income Tax Department has not filed any reply.
The grounds contemplated under section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the time of striking off its nameorwhere 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(1) further contemplates that one of the above three conditions are required to be satisfied before exercising jurisdiction to restore the 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 during the period preceding strike off, therefore, it could not be termed as a 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 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 deserve to be restored.
Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off 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 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 stands allowed and disposed of in the above terms.
Let the copy of the order be served to the parties.