M/s R8 Space Design Private Limited vs Registrar Of Companies And Anr.

This appeal is filed by the company, M/s R8 Space design private limited (for brevity the ‘Company’) through its Director, Mr. Karan Bhalla

under Section 252(3) read with section 248 of the Companies Act, 2013 (for brevity ‘the Act’) seeking restoration of the name of the company

against the order of striking off the name of the company passed by the respondent under section 248 (5) of the Act read with Rule 9 of Companies

(Removal of Names of Companies from the Register of Companies) Rules, 2016 published on 08.08.2018 vide notification no. ROC-

DELHI/248(5)/STK-7/4865 by Registrar of Companies, the respondent herein.

The company was incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT

of Delhi and Haryana on 09.01.2013 having CIN U74900DL2013PTC247167. The company has changed its name via certificate of incorporation

from Adrix Exhibits & Display Private Limited to R8 Space Design Private Limited as on 18.08.2016 and the same is placed on record.

The company’s registered office is located at 69, Vidya apts Inder Enclave, Jwala Puri no â€" 5, Rohtak Road, New Delhi â€" 110087.

Authorized share capital of the Company is Rs.2,00,000/-divided into 20,000 equity shares of Rs.10/- each and issued, subscribed and paid up share

capital of the Company is Rs.1,50,000/- divided into 15,000 equity shares of Rs.10/- each.

The main objects of the company are:

i. To act as interior decorators, designers, furnishers and contractors of related services, exhibition organizers, exhibitors and contractors for providing

all exhibition related services.

ii. And other main objects.

As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements since

incorporation, 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 further submitted that the failure to file the Annual Returns and Financial Statements with Registrar of Companies was 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:

i. The copy of Bank Statement of Corporation Bank, from 06.01.2017 to 31.07.2018, reflecting various transactions done by the company during the

period of striking off and having closing balance of Rs. 4,59,284/-.

ii. The copy of financial statements of the company for the financial years from 31.03.2015 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects tangible fixed assets of Rs. 1,44,005/-. and reflects profit of Rs.10,05,223/-.

iii. The copies of Income Tax Returns filed for the assessment years from 2015-16 to 2017-18. The tax paid for the assessment year 2016-17 is Rs.

3,83,930/-

iv. The copy of GST certificate having GSTIN 07AALCA2402L1ZS issued on 25.09.2017 and GST returns for the financial year 2017-18.

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 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 despite of giving several opportunities but it is shown by the appellant company that

income tax returns from 2015-16 to 2017-18 have been filed by the company and has been annexed with the application herein.

The Section 252(3) 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 namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

The Appellant have submitted sufficient evidence that it has been in operation and doing business during the period of 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 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 in order to 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 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.