Neil Hospitality Private Limited vs Registrar Of Companies And Ors.

Present appeal is filed by the company M/s Neil Hospitality Private Limited, (for brevity the ‘Company’), through its Director Mr. Jai Pan

Kumar , 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 of the Act read with Rule 7 of Companies (Removal of Names of Companies from the Register of Companies)

Rules, 2016 published on 27.04.2017 vide notification no. ROC/DEL/248(5)/STK-5/721 by Registrar of Companies, the respondent herein.

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

Delhi and Haryana on 18.09.2010 having CIN U55101DL2010PTC208430.

The company is having its registered office at B 1/3, Dashrathpuri Marg, Delhi -110045.

Authorized share capital of the Company is Rs. 1,00,000/-and issued, subscribed and paid up share capital of the Company is Rs. 1,00,000/-.

The main objects of the company are:

i. To carry on all the business in the field of Hospitality, including business of hotels, Restaurants, Cafes, food plaza, Food corner, Mobile food vans,

concept food centers and boarding and lodging, bakers and confectioners in India and abroad.

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

its incorporation, the name of the company was struck off.

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 filed a rejoinder on 13.08.2018 and brought forward the following facts about it being in operation and functional during the

period of striking off:

i. The copies of ITR filed for the assessment years 2011-12 to 2017-18. The tax paid for assessment year 2017-18 is Rs. 19,369/- as per the report.

ii. The copies of bank statements of the company for the period starting from 01.04.2017 to 20.10.2017, reflecting a closing balance of Rs. 92,952/- as

on 20.10.2017.

iii. The copy of GST Registration Certificate vide Registration no. 07AADCN3904E1ZT dated 24.09.2017.

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 no outstanding demand against the Assesse and has no objection if the

company is considered for revival.

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.

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 to prove that it has been in operation during striking off and therefore could not be termed as

defunct company. Thus, taking into consideration the provisions of Section 252 of the Companies Act, 2013 and evidence placed on record, it will be

appropriate to consider the restoration of the name of the Company in the register maintained by Registrar of Companies, in the interest of all

stakeholders including appellant.

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.