ROT Internet Ventures Private Limited vs Registrar Of Companies, NCT Of Delhi And Haryana

,,,

Ajay Kumar Vatsavayi, J",,,

The present petition in Form NCLT No. 9 is filed by ROT Internet Ventures Private Limited through its Director Mr. Anil Kapilashrami,",,,

(hereinafter referred to as the ‘petitioner’ or ‘company’) under Section 252(3) of the Companies Act, 2013 (hereinafter referred to as",,,

the ‘Act’) seeking restoration of the name of the Company in the Register of Companies. The master data of the Company is at Annexure A6,,,

i.e. Page 43 of the Petition. The CIN of the Company is U74140HR2013PTC049602. As per the master data of the petitioner-company, the company",,,

was incorporated on 20.06.2013. The registered address of the petitioner-company is 1207, 12th Floor, Welldone Tech Park, Sector 48 Sohna Road,",,,

Gurugram-122002 which falls in the State of Haryana and therefore, the matter lies within the territorial jurisdiction of this Tribunal.",,,

The petition is accompanied by affidavit which is signed and verified by Shri Anil Kapilashrami, Director/Authorized Representative of the",,,

petitioner-company. The same is at Page 14-16 of the paper book. Annexure A1 is the Board Resolution of the petitioner-company in which Mr. Anil,,,

Kapilashrami, Director of the petitioner-company has been authorized to do acts, deeds or things in connection with the signing and filing litigations on",,,

behalf of ROT Internet Ventures Private Limited before this Tribunal, for revival of the company. List of shareholders of the petitioner-company is at",,,

Page 42 as Annexure A5.,,,

The certificate of incorporation of the Company is at Annexure A3 of the petition. The authorized capital of the petitioner-company is stated to be,,,

Rs. 15,00,000/- divided into 1,50,000 number of equity shares of Rs. 10/- each and the issued, subscribed & paid up capital of the petitioner-company",,,

is stated to be Rs. 14,69,070/- divided into 1,46,907 number of equity shares of Rs. 10/- each fully paid up. The Memorandum and Articles of",,,

Association are part of the record and the same is also at Annexure A4 of the paper book. The main objects of the Company are as under:,,,

“To carry on the business to create a technology platform and website and provide web-based services to consumers in the real estate,,,

domain and to create other value added technology as well as platforms and consultancy based e-solutions to enable and enhance real,,,

estate organizations and individuals in the real estate field.â€​,,,

It is stated in the petition that the Registrar of Companies, NCT of Delhi and Haryana, (hereinafter referred to as the â€R˜OC’) struck off the",,,

name of the Company from the Register of Companies due to defaults in statutory compliances, namely, failure to file financial statements and annual",,,

returns since its incorporation i.e. from financial year 2013-14. The name of the company is stated to be struck off from the Register of Companies,,,

under Section 248(5) of the Companies Act, 2013, vide Form No. STK-7 dated 08.08.2018 and Gazette Notification No. 33 in terms of Section 248 of",,,

the Act was published notifying the names of the companies which were struck off. The name of the petitioner-company is stated to be at Serial No.,,,

17479 in the Form STK-7. (Annexure A2).,,,

It is submitted that the petitioner-company is active since its incorporation and has also been maintaining all the requisite documentation, as per the",,,

provisions of the Companies Act, 2013. It is also stated that the company has been regular in holding its board meetings, general meetings of the",,,

shareholders as and when required.,,,

It is further submitted that due to various factors, such as lack of knowledge to its Directors, paucity of funds, severe recessions, the petitioner-",,,

company could not complete the compliances i.e. annual filings etc., due to lack of knowledge and it was unable to avail regular services of",,,

processional regarding annual filings of the company with the ROC and that it has failed to file necessary statutory documents with the ROC since,,,

incorporation.,,,

It is also submitted that the petitioner-company was maintaining its bank accounts with the State Bank of India and Kotak Mahindra Bank and was,,,

doing transaction through its bank account only. The petitioner-company disbursed salary to the employees through bank account and made other,,,

transactions through the bank account.,,,

The ROC has filed the report, vide Diary No. 342 dated 25.02.2019, wherein it is stated that the Company had not filed the financial statements",,,

since its incorporation with the ROC, due to which the ROC had reasonable cause to believe that the Company was inactive and in terms of",,,

provisions of Section 248(5) of the Act, read with Rule 9 of the Companies (Removal of Names of Companies from the Register of Companies)",,,

Rules, 2016, the name of the Company was struck off from the Register of Companies and Gazette Notification in terms of Section 248(5) of the",,,

Companies Act, 2013 was published notifying the names of companies which were struck off. A copy of Gazette of India Notification No. 33 dated",,,

08.08.2019 is at Annexure II of the ROC report and the name of the company is appearing at Sr. No. 17479. It has been prayed that the Company,,,

may be directed to prove that it was carrying on business or was in operation and that it is just the name of the company be restored to the register,,,

and the company be directed to file the financial statements upto date and cost may be awarded in favour of the respondent.,,,

Report on behalf of the Income Tax Department through Dr. Maninder Kaur, Deputy Commissioner of Income Tax, Circle 3(1), Gurugram, has",,,

been filed, vide Diary No. 4823 dated 17.09.2019, wherein it is stated that neither any outstanding demand nor any proceedings are pending against the",,,

petitioner company with the Income Tax Authorities. It is also reported that the income tax return for assessment year(s) 2014-15, 2015-16 and 2018-",,,

19 have been filed with the Income Tax Department timely and the returns for the assessment years 2016-17 and 2017-18 are shown to be filed,,,

belatedly.,,,

The learned counsel for the petitioner-company has submitted that in the event of restoration of the name of the Company in the Register of,,,

Companies, the Company shall file all outstanding statutory documents.",,,

During the course of hearing, the learned counsel for the petitioner-company pleaded that the conditions provided for in Section 252(3) of the Act,",,,

are satisfied and that the Company was carrying on business and was having revenue from operation at the point of time when name of the Company,,,

was struck off from the Registrar of Companies.,,,

We have heard the learned counsel for the petitioner and the learned counsel for the Income Tax Department and have also perused the record.,,,

The relevant Section 252(3) of the Act is as follows:,,,

“(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",,,

The Company is stated to be engaged in the business of providing IT services and its consultancy. The balance sheet for financial years 2013-14

to 2016-17 have been filed as Annexure A7 of the petition. The sales and expenses and profit and loss details for the years 2013-14 to 2016-17 are as

follows:â€"",,,

Financial Year,Total Sales (Rs.),Expenses (Rs.),Profit (Rs.)

2013-14,"3,03,642/-","1,05,02,827/-","-1,09,88,678/-

2014-15,"45,51,785/-","1,65,96,484/-","-1,28,93,220/-

2015-16,"28,20,389/-","50,95,174/-","-27,60,481/

2016-17,"33,04,189/","19,54,135/-","8,38,193/