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Judgment
The appellant company M/s. Spaceplan Exhibits Pvt. Ltd. (for brevity ""the company"") has filed this appeal under section 252 of the Companies Act,
2013 (hereinafter called as the Act') through and alongwith its Director Mr. Dodul Das Gupta against the order of the Registrar of Companies (ROC),
NCT of Delhi and Haryana dated 07.06.2017. The order mentioning the name of the Company at Serial No. 19405 with CIN
U74900DL2009PTC192327 was duly published in Official Gazette on 30.06.2017. The name of the company has been struck off from the Register of
Companies maintained by the respondent ROC, under section 248(5) of the Act read with Rule 7 and Rule 9 of Companies (Removal of Name of the
Companies from the Register of the Companies) Rules, 2016.
It is stated that the company M/s. Spaceplan Exhibits Pvt. Ltd. is incorporated as a Private Limited Company with the Registrar of Companies,
NCT of Delhi and Haryana on 17th July, 2009, under the Companies Act, 1956 having CIN U74900DL2009PTC192327.
The registered office of the company M/s. Spaceplan Exhibits Pvt. Ltd. is situated at H-1507, LG Floor, Chittaranjan Park, New Delhi-110019.
The authorized share capital of the company is Rs.1,00,000/ - divided into 10,000 equity shares of Rs.10/- each and the issued, subscribed and paid
up 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:
i. To carry on the business as interior decorators, designers and organize exhibitions and to undertake jobs as interior decorators, consultants,
designers, repairs, furnishers, cleaners and render services in all other auxiliary fields.
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. It is stated that the company had not filed its
annual return and balance sheets since its incorporation, which gave rise to the reasonable presumption that the company was not in operation.
The appellant has stated that no show-cause notice was received by Company or any of the directors or any person on their behalf, nor was it
afforded any opportunity of being heard, before striking of the name of the company. But it is strange to note that company had defaulted in filing of
financial statements from the year 2009 onwards upto 2015. But all of sudden the company filed the said financial statements for all the years from
2009-2015 on 17.06.2017 which is post the date of notice in form STK of which were issued in and around April 2017 to all defaulters than claim of
company not receiving the show cause is hard to believe. Over and above even after filing the said documents with Registrar of Companies, the
appellant did not bother to inform the Registrar of Companies and thus Registrar of Companies taking into consideration non response to their notice
had struck off the name of company from its register.
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 and also the reporting of such activities through Annual Returns and Financial Statement had also been filed with Registrar of Companies
for the financial year 31.03.2009 to 31.03.2015 on 17.06.2017.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
a. The copy of Bank Statement of company of HDFC Bank from 01.11.2016 to 13.07.2017, reflecting various transactions done by the company
during the period of striking off.
b. The copies of financial statements of the company for the financial years up to 31.03.2017. The Balance Sheet as on 31.03.2017 reflects fixed
assets of Rs. 122,534/- and Profit of Rs. 315,746.40/-.
c. The company has trade receivables of Rs. 3,767,408/- as on 31.03.2017.
d. The copy of vouchers of payment of salary of Rs. 3,52,000/- and list of employees for the financial year 31.03.2017.
e. The copies of the invoices and receipt of payments of Rs. 5,051,900/- for the financial year 2016 - 2017 issued by various parties.
f. The copies of Income Tax Returns filed for the assessment years 2014-15 to 2017-18. The tax paid for assessment year 2017-18 is Rs. 7,55,811/-.
g. The copies of the other expenses bills, telephone bills and electricity bills of Rs. 1,49,689/- for the financial years 2016-17.
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 submitted in its report that there is no outstanding demand against the Assesse and has no objection if the
company is considered for revival.
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:
a. That the company at the time of its name was struck off was carrying on business.
b. Or it was in operation
c. Or it is otherwise just that the name of the company be restored on the register.
The Appellants have submitted sufficient evidence that it has been in operation since incorporation 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 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 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.