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Judgment
The appellant company M/s. Rozzer HR Solutions Pvt. Ltd. (for brevity ""the company"") has filed this appeal under section 252 of the Companies
Act, 2013 (hereinafter called as 'the Act') through its Director Mr. Anil Ahuja, against the order of the Registrar of Companies (ROC), NOT of Delhi
and Haryana dated 07.06.2017. The order mentioning the name of the Company at Serial No. 16591 with CIN No. U74140DL2011PTC212781 was
duly published in Official Gazette on 30.06.2017. The name of the company has been struck off from the Register of Companies maintained by the
respondent ROC, under section 248(5) of the Act read with Rule 7 and Rule 9 of Companies (Removal of Name of the Companies from the Register
of the Companies) Rules, 2016.
It is stated that the company is incorporated under the Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, NCT
of Delhi and Haryana on 18.01.2011 having CIN U74140DL2011PTC212781.
The registered office of the company is situated at 3111, Sector-A, Pocket-B & C, Vasant Kunj, New Delhi-110070.
The authorized share capital of the company is Rs.1,00,000/-divided into 10,000 equity shares of Rs. 10/- each and the issued, subscribed and paid
up share capital of the company as on date is Rs.1,00,000/- divided into 10,000 Equity Shares of Rs.10/- each.
The main objects of the company are:
To carry on the business of providing Security Guards, industrial Guards, House Keeping personnel's whether skilled, semi-skilled or unskilled or, with
arms or without arms anywhere in India and subject to the permission of Reserve Bank of India, outside India to any institution, concern society, body
corporate, association whether incorporate or not department or Government-Central as well as State, public or local authority Trust, industry or any
other person or group of person and render services relating to safeguarding the interest of the owner in property comprising of land, building, factory
office or residential and other assets, residential houses & societies & providing persons for security housekeeping of any persons and to undertake all
kinds of activities requiring services of housekeeping personnel's, Security Guards, Man Power, Industrial Guards & investigation, services, Detective
services and all other forms of corporate services & other main objects.
The Appellant submits that the name of the company was struck off due to the default in statutory compliances in filing of the financial statements
for years 2013-14 to 2016-17.
It is the claimed that neither the Appellant nor any other person on behalf of the company has received any notices from ROC before publishing the
name of the appellant company in the Official Gazette on 27.04.2017.
The appellants further submit that without going into controversy of legality of striking off and in order to expedite the restoration of the name of the
company on the ROC portal, the Appellant has brought forward the following facts about it being in operation and functional during the period of
striking off:
a) The copies of financial statements of the company for the financial year from 2014-15 to 2016-17. The company balance sheet reflects the losses
of Rs. 7139/- in the year 2016-17.
b) The bank statements of the company with Bank of Maharashtra, reflecting the transactions done during the striking off periods having closing
balance amount of 2,35,077/- as on 07.04.2018.
c) The copies of Income Tax Returns filed for the assessment year 2015-16 to 2016-17. The company had paid Income Tax Return of Rs. 74408/- in
the year 2015-16 but had incurred losses in the year 2016-17.
d) The copy of Application form seeking registration of Service Tax dated 01.03.2011 from Central Board of Excise and Customs bearing application
No. AAFCR1274FSD001.
e) The copy of the rent agreement executed between Smt. Samita Devi and M/s Rozzer HR Solution Pvt. Ltd., the appellant company dated
19.02.2013
f) The copy of registration certificate dated 13.09.2013 under Punjab Shops and Establishment Act, issued by Labour Department, Government of
Haryana.
g) The copy of registration certificate dated 01.03.2013 of Employee's Provident Fund Organization (Ministry of Labour & Employment, Government
of India).
h) The copy of registration certificate dated 05.03.2013 from Employee's State Insurance Corporation.
i) The copy of ledger account reflecting the regular payment of remuneration to the accountant employee and the Auditor.
j) The copy ledger account showing the regular deduction of TDS from the contractors, upto the period January, 2018.
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 unintentional 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 filed reply and 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 filed its report. All the IT returns till 2016-17 are duly filed. The Income Tax has no objections if the company is
revived.
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:
a) That the company at the time of its name was struck off was carrying on business.
b) Or it was in operation
c) Or it is otherwise just that the name of the company be restored on the register.
The Appellants have submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct
company as per section 252(3) of the Act. Thus, taking into consideration the provisions of Section 252(3) 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 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.