M/S International Marcom Advisor vs Registrar Of Companies And Anr.

The present appeal is filed by the company M/s International Marcom Advisory and Research Corporation Private Limited (for brevity the

‘Company’), through its director Mr. Gaurav Sachdeo, 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 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 company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on

05.11.2013 under the Companies Act, 1956 with CIN U74140DL2013PTC257222.

The company is having its registered office at Level 15, Eros Corporate Towers Nehru Place, South Delhi- 110019.

The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000 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.

The main objects of the company are:

To carry on the business of forming a research group to carry on the work of research in the filed of marketing and communication at a bigger level

and to carry on the business of Advisory, Marketing, Communication, product marketing etc and to carry on the business of Market research,

financial, Marketing, Media, publications, websites, portals, TV shows, Films, Periodicals, Journals, Corporate Merchandise, Market Representations

of Companies, Primary Research, Secondary Research and Research work relating to the work incidental thereto.

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 2015-2016 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 copies of financial statements of the company for the financial years from 31.03.2016 to 31.03.2018. The Balance Sheet as on 31.03.2018

reflects Revenue from Operations of Rs. 1,95,000/-and Employee benefit expenses of Rs. 1,88,611/-.

b) The copies of Income Tax Returns filed for the assessment years 2014-2015 and 2018-19. The tax paid by the company for A.Y. 2018-19 is

Rs.1,000/.

c) The copies of Business Agreement dated 19.12.2014 executed between Vidya Educational Society and appellant company M/s International

Marcom Advisory and Research Corporation Pvt. Ltd, for a period of 48 months from the date of commencement i.e. agreement valid till 19.12.2018.

d) The copy of order of Hon’ble Delhi High Court dated 26.02.2018 in Arbitration Petition no. 736/2017 filed by the appellant company. The

petition stands disposed of by the said order.

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.