M/S Space Case Restaurant Private Limited And Ors vs Union Of India & Another

Dr. Deepti Mukesh, J

The present appeal is filed by M/s Space Case RestaurantPrivate Limited (for brevity the ‘Company’) through and by its directors, 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 bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018by Registrar of

Companies, the respondent herein.

The Appellants state 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 31.12.2010with CIN U55101DL2010PTC212009,having its registered office situated at 26, 3rd Floor,

Hauz Khas, Village New Delhi, South Delhi- 110016,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 service apartment, hotel, restaurants, canteens, motels, guest houses, bar & pubs, café, warehouse, clubs,

housekeeping, health clubs, casinos, discotheques, swimming pools, shopping complexes, Beauty parlors, amusement parks, banquet halls, caters in and

outside India.

(ii) To carry on the business of hospitality services, hotels, resorts, tourism, event management and marketing of related services.

(iii) 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.

20346) 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 from the Financial Year ended on31.03.2016, 31.03.2017 and

31.03.2018, 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. 2015-2016, 2016-17 and 2017-18. The Balance Sheet as on

31.03.2018 reflects Assets in form of Tangible Assets of Rs. 17,30,422/-, Current Assets in form of Cash and cash equivalents of Rs. 12,0548/- and

Revenue from operation Rs. 65,23,320/-.

ii. The copy of Bank Statements of the Company in HDFCBank for the period 01.04.2017 to 10.09.2018 showing various transaction details of the

company and reflecting closing credit balance of Rs. 5,230.29 as on 10.09.2018.

iii. Copies of Income Tax Returns for the Assessment Years 2016-17, 2017-18 and 2018-19. The tax paid by the company for A.Y. 2018-19 is Rs.

NIL.

ROC has filed its reply and 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 in spite of opportunities given to do the same.

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.