Siddhart Gupta & Anr. vs Registrar Of Companies

This appeal is filed by the erstwhile directors of the company Quantum Water Private Limited (for brevity the `Company'), 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

08.08.2018 vide notification no. ROCDELHI/248(5)/STK-7/4865 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 22.06.2010 under the

provision of Companies Act, 1956 having CIN U41000DL2010PTC204423.

The company is having registered office at C-9/9442, Vasant Kunj, New Delhi-110070. The Authorized capital of the Company is Rs.2,00,000/- and

issued, subscribed and paid up capital is Rs.1,00,000/-

The main objects of the company are:

i. To carry out the business of developing underground water sources and supplying water on the Government of India, all central and state

government departments private and public corporate bodies NGOs Partnership and individuals.

ii. 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

incorporation, 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 appellants further submit that no notice under section 248(1) of the Act in the form of STK-1 was served on Company or any of the directors

or any person on their behalf before striking of the name of the company.

Without going into controversy of legality of striking off and in order to expedite the restoration of the name of the company on the Roll of the ROC

portal 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 financial statements of the company for the financial year from 2014-15 to 2018-19 reflecting loss of Rs. 1,64,397/- on 31.03.2018. The

balance sheet as on 31.03.2018 also reflects cash and cash equivalent of total value amounting to Rs. 1,34,996/-

ii. The copy of Bank Statement of the company, issued by HDFC Bank, from 05.04.2016 to 05.09.2019, reflecting various regular transactions done

by the company, during the period of striking off, having closing balance of Rs. 12,323.56/-.

iii. The copies of Income Tax Returns filed for the assessment year 2015-16 & 2019-20. The tax paid ., by the company for A.Y. 2015-16 is Rs

216884 and for A.Y. 2019-20 is Rs. 1000/-

iv. The copy of GST certificate having GSTIN07AAACQ2221J1ZQ issued on 17.07.2018.

v. The copy of GST returns filed quarterly in Form GSTR-1 for the year 2019-20.

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 not submitted its report but the income tax return has been filed for the assessment year 2015-16 & 2019-20.

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 two years prior to strike off 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 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 allowed and disposed of accordingly.

Let the copy of the order be served to the parties.