M/S Swapna Investments Private Limited And Anr vs Registrar Of Companies

Dr. Deepti Mukesh, J

The present appeal is filed by the Swapna Investments Pvt. Ltd. and its directors (for brevity the ‘Company’), under Section 252(1) of the

Companies Act, 1956 (for brevity the Act’) against the order of striking off the name of the company, passed by the Respondent no. 1 under

section 248 (1) of the Act, issued vide notification No. ROC/DELHI/248(5)/STK-7/2879 and published on 30.03.2017, by Registrar of Companies.

The Appellant states that, the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana

under the Companies Act, 1956 on 09.09.2009 with CIN U74899DL1992PTC046963, having its registered office at L-2A Hauz Khas Enclave New

Delhi- 110016, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 5,00,000/- the issued, subscribed and paid up share capital of the Company is Rs. 4,50,200/- as

per the Master Data Annexed.

The main objects of the company are:

(a) To buy, sell, purchase and to trade and deal in all kinds of shares and securities.

(b) To carry on the business of investment, to invest in and acquire and hold, sell, buy or otherwise deal in shares, debentures, bonds, units and

securities whether issued or guaranteed by any Government, Local Authority or otherwise.

(c) To manage investment pools, syndicate in shares, stocks, securities, promissory notes, bonds, hundis, coupons and other negotiable instruments and

securities.

(d) And the other main objects.

The Respondent h The Appellant further states that, a sweeping action was initiated by the ROC, at the instance of MCA, in striking off the names

of several Companies who had failed to file their Statutory Returns. The Appellant had not filed its Financial Statement for the F. Y. 2010-11 and

2016-17, thereby giving rise to the surmise that the business of the company was not in operation. Consequently, its name was struck off vide notice

STK-7 dated 30.06.2017 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 were posted on its website.

The respondent had issued Public Notice bearing No. ROC/DELHI/248(1)/STK-5/721 dated 27.04.2017 at entry no. 23884. Consequently, its name

was struck off vide notice bearing no. ROC/DELHI/248(1)/STK-(7)-7/2879 dated 07.06.2017 (name of the company is reflected at Sl. No. 2765) and

published on 30.06.2017.

As per the notice of non-compliance of provision of the Companies Act, 2013, the said company has not filed its Annual Returns and Balance

Sheets for the Financial Year 2010-11 to 2016-17. Hence, 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 brought forward the following documents about it being in operation and functional during the period of striking off:

Copy of Bank Statements of the Company of State Bank of India from Financial Year, 01.04.2011 to 01.04.2018 reflecting balance of Rs.

16,871.50/-.

Copies of Audited Financial Statements of the company for the period from 2010-11 to 2018-19. Financial Statement for F. Y. ended 2019 reflects

Fixed Assets in form of tangible Assets is Rs. 9,85,588/-. Current Assets in form of Cash and Cash Equivalents is Rs. 50,429/-. Revenue from

operation is Rs. 96,000/-.

Copies of Income Tax Returns for the Assessment Years 2011-12 to 2018-19. The tax paid by the Company for A.Y. 2018-19 is Rs. NIL.

Copy of the Rent Agreement executed on 04.12.2018 to 25.03.2019 situated at L-2A Hauz Khas Enclave, New Delhi-110016, by the company to

generate rental income.

The company entered into another Rent Agreement dated 18.04.2019 for the period from 01.05.2019 for 11 months.

Copy of electricity bill and summary of consumption from January, 2018 in the name of company at Faridabad.

The ROC has filed its reply on 06.02.2020 in which it has been submitted that the Company had not filed its Financial Statement since Financial

Year ended on 31.03.2010 with this office. However, the ROC further submits that the company was struck off by the office of Respondent because

neither the company was carrying on any operation for a period of two immediately preceding financial years, nor obtained the status of a Dormant

Company under Section 455 of the Companies Act, 2013. Income Tax Department has not filed any response.

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 during the period preceding strike off,

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 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.