Shamrock Journeys Pvt. Ltd. vs Registrar Of Companies And Anr.

This appeal is filed by the company, Shamrock Journeys Private Limited (for brevity the ‘Company’), through its Director, Mr. Shahid Ali

Khan, under Section 252(3) 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 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)/STK-7/2879 by Registrar of Companies, the respondent

herein.

The company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 10.10.2002 under the

provision of Companies Act, 1956 having CIN U63240DL2002PTC117322.

The company is having registered office at 108, R.B. House, Hazrat Nizamuddin West, New Delhi-110013.

Present Authorized share capital of the Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-each and issued, subscribed and paid

up capital of Rs.5,00,000/- fully subscribed divided into divided into 10,000 Equity Shares of Rs.10/- each.

The main objects of the company are:

i. To carry on the business of ticketing, passage, booking operating and handling of tours, inbound tours, domestic as well as international and

passenger services, to operate and promote tourist business, to run operate taxis, buses, motor cars, carts and carriages and such other vehicles, to

charter and to book and to reserve accommodation and rooms in hotels, restaurants and boarding and/ or lodging houses and take or hire houses both

furnished or un furnished in India or elsewhere.

And other main objects.

As per the notice of non- compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements since

financial year 2013, 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 notice under section 248(1) of the Act in the form of STK-1 was received by the Company before striking of the

name of the company, however, due to serious health problem of one of the Director and paucity of time the required documents could not be filed in

time and the name of the company was struck off from the Register of Companies.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

i. The copy of Bank Statement of the company, one issued by ICICI Bank, from 01.04.2017 to 30.09.2017, having closing balance of Rs. 29,892.91/-

and another issued by SBI, from 01.04.2017 to 30.09.2017, having closing balance of Rs. 732.48/-, reflecting various transactions done by the

company during the period of striking off the name of the company.

ii. The copies of financial statements of the company from 2013-14 to 2015-16. The Annual Accounts as on 31.03.2016 reflects revenue from

operation of Rs. 39,07,606/- and fixed assets of Rs. 54,440/-

iii. The company has incurred employee benefit expense of Rs.14,92,390/- for the financial year 2015-16.

iv. The copies of Income Tax Returns filed for the assessment year 2014-15 to 2016-17. The Income Tax Return for Assessment Year 2016-17

reflects business income of Rs. 1,30,122 and tax payable by the company of Rs. 49,308/-

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 genuine reason being serious sickness of one of the directors who is also the wife of another director 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 demand of Rs. 2,237/- is outstanding of against the Assesse under section

143(1) of Income Tax Act, 1961, however, Income Tax Department has no objection if the company is considered for revival.

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 Appellants have submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct

company. 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 hereby declared illegal and

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.