Neeraj Raheja And Ors. vs Registrar Of Companies And Anr.

The present appeal is filed by Mr. Neeraj Raheja and Mrs. Sneh Mahajan (for brevity the ‘Appellants’), directors of M/s Fun Zoo Crafts

Private Limited, 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 read with Rule 7 of Companies (Removal of Names of Companies from the Register of

Companies) Rules, 2016 published on 08.08.2018 vide notification no. ROC-DEL/248(5)/STK-7/4865 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

26.03.2008 under the Companies Act, 1956 with CIN U51102DL2008PTC175926, having its registered office at 136, Ground Floor, Near Durga

Mandir, Raja Garden, New Delhi- 110015.

The Authorized Share Capital of the company is Rs.50,00,000/- divided into equity shares 5,00,000 of Rs.10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 50,00,000/- divided into 5,00,000 0 equity shares of Rs. 10/- each.

The main objects of the company are:

To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, import or export or otherwise deal in all kinds of craft items like

pillows, cushions, furnishing items, soft toys, plastic toys and other decorative/ novelties items.

And other main objects.

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

financial years 2015-16 to 2016-17, 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 submitted that the company was in operation and the business activities were carried out by the company during the 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 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 Statements of the Company of Kotak Mahindra Bank for the period 01.04.2017 to 31.08.2018 showing various transaction

details of the company and reflecting closing balance of Rs. 3,76,585/- as on 31.08.2018.

b) The copies of financial statements of the company for the financial years from 31.03.2010 to 31.03.2018. The Balance Sheet as on 31.03.2018

reflects Revenue from Operations of Rs. 23,26,920/-and Tangible assets of Rs. 76,59,743/-.

c) The copies of Income Tax Returns filed for the assessment years 2009-10 to 2017-18. The tax paid by the company for A.Y. 2017-18 is Rs.

2,17,560/.

d) The copy of GST Payment Receipts with GST Registration no. 07AABCF2788C1ZR dated 19.09.2017 to 19.09.2018, showing the appellant

company was carrying on business or was in operation during the period of striking off.

e) The copy of Industrial Possession certificate issued by Greater Noida Industrial Development Authority dated 15.10.2008 in favor of appellant

company M/s Fun Zoo Crafts Private Limited for industrial plot situated at Plot No. 146, Toy City, Mahila Udyami, Park- II, Ecotech- III, Greater

Noida, UP-201306 for period of 99 years.

f) The Copy of the Sub-Lease Agreement dated 23.09.2013 executed between appellant company M/s Fun Zoo Crafts Pvt. Ltd. through its Director

Mr. Naresh Kumar Gupta and M/s CH Component Pvt. Ltd. for industrial plot situated at Basement, Ground Floor, First Floor and Second Floor at

Plot No. 146, Toy City, Mahila Udyami, Park- II, Ecotech- III, Greater Noida, UP- 201306 for period of 5 years commencing from 20.09.2013 for a

monthly rent of Rs. 1,45,000/-.

g) The copy of HDFC bank statement dated 12.10.2017, of annual lease rent amounting to Rs. 93,100/- deposited by appellant company M/s Fun Zoo

Crafts Private Limited in favor of Greater Noida Industrial Development Authority.

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 due to lack of professional guidance 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 submitted in its report that there is an outstanding demand of Rs. 9,150/- [Plus interest u/s 220(2)] against the

Assesse and has no objection if the company is considered for revival because assessee itself has filed appeal for restoration.

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 mainly of the possession of immovable property by the company and 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 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.