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Judgment
Hemant Kumar Sarangi, Member (T)
The present appeal is filed by the Directors of M/s Namaste India Trip Private Limited (for brevity the ‘Company’), 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, issued vide notification no. ROC / DELHI / 248(5) / STK-7 / 4865 and published on 08.08.2018 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 under
the Companies Act, 1913 on 12.02.2014 with CIN U63000 DL2014 PTC 264753, having its registered office at WZ â€" 25, Nangli Zalib, B â€" 1,
Janakpuri, New Delhi â€" 110 058., within the jurisdiction of this Tribunal.
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, as per the Master Data Annexed.
The main objects of the company are:
(i) To carry on the business of tour packages, holiday packages, hotel & resort booking, tour operator & tour organizer, bus, air, train
booking & ticketing, tours and traveling agency which mainly shall include hiring of cars, buses and other vehicles of tourist nature
arrangement of tickets-air, rail road and hiring of hotels inside or outside India for tourist arranging all tour programmes for tourist and to
do business as in or abroad and to man power supply. To carry on the business as tourist owners and to facilitate traveling and to provide
for tourists and travelers or promoter the provisions of convenience of all kinds in the way of through tickets, circular tickets, vouchers,
sleeping car or berth, and otherwise to charter steamship, motor buses, lorries and airplaces, omnibuses for fixed periods or for particular
voyages, trips and flights in India or abroad and to carry on the business of booking and reserving seats, berths, compartments and
accommodation in aeroplanes, ships, railways, boats, omnibuses, motor buses, motor cars, taxies and to hire own taxies, motor cars, ships,
aeroplanes, omnibuses, and all other kinds of public transport vehicles. To organize, religious, educational, sightseeing and business tours
tracking expedition, special interest tours, journeys, motor buses and carriages of every description and to book and reserve
accommodations and Rooms in hotels, motels, restaurants, lodges, guest houses, tourist lodges, cafe, tavern, resort, recreation facilities,
boarding and lodging houses in India.
It is submitted by the appellant that a sweeping action was initiated by the ROC at the instance of MCA in striking of the names of several
Companies who had failed to file their Statutory Returns. The appellant had not filed its Annual Returns and balance sheet for a period of two
immediately preceding financial years, thereby giving rise to the surmise that the business of the company was not in operation. Consequently, its
name was struck off vide STK-7 dated 08.08.2018 by the Respondent from the Register of Companies under Section 248 of the Companies Act,
2013, upon taking steps in accordance with law and issuing a notification in the Official Gazette. The names of the affected companies was posted on
its website.
The Appellant states that in the first week of September, 2018, it was learnt by the Appellant that in pursuance of a purported Public Notice bearing
No. ROC-DEL/248/STK-5/2018/2912 dated 18.06.2018, the Respondent herein had issued notice bearing no. ROC/DELHI/248(5)/STK-7/4865 dated
08.08.2018, whereby name of 24280 companies have been struck off w.e.f. 08.08.2018 from the Registrar of Companies.
The name of the company is reflected at Sl. No. 13515 of the notice bearing No. ROC/DELHI/248(5)/STK-7/4865 dated 08.08.2018. In view of
the above notice, name of the company has been struck off from the Register of Companies and the Company has been dissolved.
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 a
period of two immediately preceding financial years, 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 financial statement upto the year ending 31.03.2014 alongwith other statutory documents were duly filed by the Company with the ROC (duly
reflecting in the Master Data of the Company). The company was active and was carrying out its business during 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 said facts are evident from the Bank Account statement of the Company for the relevant period.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank Statements of the Company of ICICI Bank Ltd. for the period 01.05.2014 to 31.03.2018 showing various transaction details of
the company and reflecting closing balance of Rs. 28,36,367.29/- as on 31.03.2018.
ii. The copies of financial statements of the company for the financial years from 31.03.2015 to 31.03.2018. The Balance Sheet as on 31.03.2018
reflects Revenue from operations 02,35,16,130/-and Employee Benefits Expense of Rs. 22.74.770/-.
iii. The copies of Income Tax Returns for the assessment years 2015-16 to 2018-19. The tax paid by the company for A.Y. 2018-19 is Rs. NIL.
iv. The copies of Form 26 As showing TDS receipts for the F.Y. 2013-14 to 2017-18
v. The copies of Purchase Invoices for the year 2014 to 2018.
The Income Tax Department has filed its reply on 20.09.2019 in which it has been submitted that they have no objection to the revival of the
Company. However, the Company has filed its Income Tax Return from the Financial Year 2015-16 to 2018-19. The Revenue further states that
there are no pending cases against the company.
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 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 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.