Roy Ghatak Design Solutions Private Limited vs Registrar Of Companies, Nct Of Delhi And Haryana & Anr.

Dr. Deepti Mukesh, J

The present appeal is filed by the Directorsof M/s Roy Ghatak Design Solutions PrivateLimited(for brevity the ‘Company’), 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 the Respondent

under Section 248 (1) of the Act,issued vide notification no. ROC/DELHI/248(5)/STK-5/721and published on 27.04.2017by Registrar of Companies,

the respondent herein.

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

Haryana under the Companies Act, 1956on 05.12.2011with CIN U70200 DL2011 PTC228270,having its registered office at 203 A,Triveni Plaza

17A/57, WEA Karol Bagh, New Delhi â€" 110005, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs.1,00,000/-divided into 10,000 equity shares of Rs. 10/- each. The 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, as per the Master Data Annexed.

The main objects of the company are:

(i) To carry on the business as consultants, civil engineers, surveyors, designers, town planners, estimators, valuers, interior and exterior

decorator, graphic designers, general and government civil contractors of immovable properties, all types of building, structural and pilling

engineering work, interior designing, landscaping and graphic works.

(ii) To act as Real Estate Design and Development, own planning Project, landscape designing, contractors, supervisors, consultants,

planners, engineers, manufacturer, fabricator & to deal in all its goods and services required to provide all type of design, decoration

solutions of all external and interior space and to carry on the business of providing all type of design consultancy and its implementation

in all way & mean in the field of design of residential space, commercial buildings, interiors design and execution of office and residential

space, exhibition design and execution of custom made stalls, retail design and execution of interior & modular shop in shop display units,

landscaping design consultancy, lighting & illumination design consultancy and space graphic design.

(iii) To undertake jobs as interior decorators, furnishers cleaners, repairs and render services in all other auxiliary fields and to as

business solutions planners, engineers.

(iv) And the other main objects.

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 sinceits incorporation, 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 no. 1 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 no. 1 herein had issued purported Public notice bearing No. ROC/DELHI/248/STK-5/2018/721 dated 27.04.2017and had sought

explanation from the company as to why its name should not be struck off from the register of companies, on account of not carrying on any business

or operation for a period of two immediately preceeding financial years and having not made any application, within such period, for obtaining the

status of a dormant company under section 455 of the Companies Act, 2013.Consequently, its name was struck off vide notice bearing No.

ROC/DELHI/248(5)/STK-7/2879 dated us 30.06.2017 (name of the company is reflected at Sl. No. 16534), whereby name of 22864 companies have

been struck off from the Registrar of Companies and the Company has been dissolved.

As per the notice of non-compliance of provisions of the Companies Act, 2013,the Appellant had not filed its Financial Statementssince its

incorporation,the name of the company was struck off in terms of provisions 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:

i. Copy of Bank Statements of the Company in Dhanlaxmi Bank Limited for the period 01.04.2014 to 05.05.2018 showing various transaction details

of the company and reflecting closing credit balance of Rs. 35,912.29as on 05.05.2018.

ii. Copies of Audited Financial Statements of the company for the period from F. Y. 2014-15to 2016-17. The Balance Sheet as on 31.03.2017which

reflects Current Assets in form of Cash and cash equivalents of Rs. 1,30,624/-, Revenue from Operations of Rs. 1,50,000/- and Other Expenses of

Rs. 1,52,039/-.

iii. The copies of Income Tax Returns for the Assessment Years 2015-16 to 2017-18. The tax paid by the company for A.Y. 2017-18 is Rs. NIL.

The ROC has filed its reply on 18.07.2018in which it has been stated that the company had not filed its Annual Returns and Balance Sheet since its

incorporation. However, the ROC further submits that the company was struck off by the office of ROC, as neither the company was carrying on any

operation for a period of two immediately preceding financial years, nor it obtained the status of a Dormant Company under Section 455 of the

Companies Act, 2013.

The Income Tax Department has filed its reply on 23.07.2018 in which it has been submitted that the Company has filed its Income Tax Return

for the A. Y. 2012-13 to 2016-17. It further states that there are no pending cases against the Company and no cash deposits have been made by the

company in the period of demonetization.

The grounds contemplated under section 252 of Companies Act, 2013, are that the company was 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 the 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 preceeding strike off,

therefore it could not be termed as a 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 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.