AI Structured Summary
Not yet generated for this judgment
Judgment
Present appeal is filed by the company, M/s Regallia Private Limited (for brevity the `Company'), through its Director, Ms. Rajeev Bahl, under
Section 252(1) of the Companies Act, 2013 (for brevity the Act') against the order of striking off the name of the company passed by Registrar of
Companies, the respondent herein, 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 30.06.2017 vide notification no. ROC-DEL/248(5)/ STK7/2879.
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 31.05.2005 having CIN U72900DL2005VIV136951.
The company is having registered office at D-22, Defence Colony, New Delhi-110048
Authorized share capital of the Company is Rs. 1,00,000/-divided into 10,000 equity shares of Rs. 10/- each and 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.
The main objects of the company are:
i. To carry on the business of development of software and hardware, processing of date and all related allied jobs.
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
Financial Year 2009, 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 stated that no notice under section 248(1) of the Act in the form of STK-1 was received by the Company or any of the directors
or any person on their behalf, before striking of the name of the company.
However, without going into the controversy of the latches in following the due procedure of law by Registrar of Companies before the final act of
striking off the name of the company from the register of companies maintained by Registrar of Companies, for non-filing of statutory documents by
company for the relevant period, through publication of notice on 30.06.2017, the appellant has preferred to prove with documents and records that the
company was in operation and doing business during the period of striking off the name of the company as a better remedy.
The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copies of financial statements of the company for the financial years from 2013-14 to 2016-17. The fixed assets in the form of immovable
property reflected in Balance Sheet as on 31.03.2017 are of Rs. 57,590,195/-
ii. The copy of lease deed in favour of company made on 22.12.2010, for the period of 99 years, between the company and Greater Noida Industrial
Development Authority, with respect to property situated at plot no. 60, Sector Ecotech-1, Gautam Budh Nagar.
iii. The copy of IT Payment Intimation Financial dated 05.03.2018 issued by Greater Noida Industrial Development Authority reflecting the details of
total payment of Rs. 4,99,74,028.19/- since year 2007 as lease rental paid by the appellant for the aforementioned property, up to date and amount of
Rs. 12,55,557/- is due to be paid for the year 2019.
iv. The copies of Income Tax Returns for the assessment years 2009-10 to 2017-18 as NIL Returns.
It is further submitted by the Appellant 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. It is also seen from the perusal of the provisions under Section 252(3), that if Tribunal is of the opinion it is ""just"" that the name of the
company is to be restored to the register of companies maintained by Registrar of Companies, such orders can be passed for the name of the
company to be so restored. For reference, the provisions of Section 252(3) of the Companies Act, 2013 is extracted hereunder:
252(3) ""If a company, or any member or creditor or workman thereof feels aggrieved by the company having its name struck off from the
register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of twenty years
from the publication in the Official Gazette of the notice under sub-section (5) of section 248 may, if satisfied that the company was, at the
time of its name being struck off carrying on business or in operation or otherwise it is just that the name of the company be restored to the
register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give
such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as nearly
as may be as if the name of the company had not been struck off ffrroomm the register of companies.
Further, relying on the following Judgements, namely, order of the Honourable High Court of Guwahati in Company Petition 24/2012 dated
05.06.2017; order of the NCLT Bench III in Company Appeal No. 127/252/ /ND/2018 dated 25.04.2018; order of Honourable High Court of Bombay
in Company Petition No. 6 of 1981 dated 06.04.1994, order of Honourable High Court of Delhi in Company Petition No. 174/2013 dated 02.12.2013;
and order of Honourable High Court of Delhi in Company Petition No. 200 of 2011 which in brief reflects the following:
In aforementioned decisions, while construing Section 560(6) of the Companies Act, 1956 which is pan i materia to present Section 252(3), as
extracted above of the Companies Act, 2013, it has been held that the word ""just"" has to be understood in the background of the specific language of
the sub-section not on the basis of the principle of ejusdem generis. Further, the aforementioned judgements therein elucidates that apart from the
situation in which the company court can order restoration namely (i) when the company was carrying on business or was in operation at the time of
striking off its name there exists an alternative situation (ii) where it appears ""just"" to the company court that the name of the company be restored to
the register and that the rule of ejusdem generis will not apply because of the presence of the words ""or otherwise"" between the words thereby
providing for the following two types of situations. Further, the grounds for restoration as earlier provided Section 560(6) of Companies Act, 1956 has
been retained as such without any change by the Legislature from which the intention of Legislature can be clearly gathered in the present
dispensation as well. Furthermore, it is also seen that where litigations are pending and where immovable property rights are involved and in the instant
case also the facts vouch for the similar decision, it is only proper that the name of the company be restored to the Register of Companies. Hence,
there exists a ""just"" ground for the restoration of the name of the appellant company in the Register of Registrar of Companies.
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 Appellants 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.