Veer Krishan Sharma vs Registrar Of Companies And Anr.

The present appeal is filed by Mr. Veer Krishan Sharma (for brevity the ‘appellants’) who is the Shareholder of the struck off company

namely M/s Verdan Builders and Tourism Private Limited (for brevity the ‘Company’), under Section 252 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 01.09.2017 vide notification

no. ROC-DEL/248(5)/STK-7/5071 by Registrar of Companies, the respondent herein.

It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on

21.04.1989 under the Companies Act, 1956 with CIN U70101DL1989PTC035957 and having its registered office at 25 Nehru Nagar Market

Upperflat, New Delhi, Delhi, India. The Authorized Share Capital of the company is Rs. 2,00,000/- divided into 20,000 equity shares of Rs. 10/- each.

The main objects of the company are:

To purchase, take on lease or in exchange, hire or otherwise acquire any estates, land including agriculture lands, buildings, easements or other interest

in immovable property and to develop and turn to account by laying out, plotting and preparing the same for building purposes, constructing, building,

including multistoried building, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings and by planting, paying,

draining, farming, cultivating, letting on building on lease to planners and others.

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 its

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 Appellant has submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

the pending litigation. In the year 2005, the company has filed civil suit before the Senior Civil Judge, Dehradun against the Directors of the company.

The directors and the company filed various cases against each other, hence all the persons related with the appellant company was busy with multiple

legal proceedings due to which the appellant company did not made the compliance of the Companies Act 1956/2013. Subsequently, the differences of

the directors were mutually settled and a MOU dated 28.05.2018 was executed between all the directors regarding settlement of all disputes.

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

a) The Copy of the Lease Deed dated 01.05.1989 executed between Shri. Jai Prakash Sharma and the appellant company M/s Verdan Builders and

Tourism Pvt. Ltd. for portion of property situated at Npl. No.4, Convent Road, Dehradun for period of 50 years for a monthly rent of Rs. 10,000/-.

b) The copy of Bank Statements of the Company of State Bank of India for the period 01.04.2016 to 31.03.2018 showing various transaction details of

the company and reflecting closing balance of Rs. 1,81,97,251/- as on 31.03.2018.

c) The copies of financial statements of the company for the financial years from 31.03.2002 to 31.03.2018. The Balance Sheet as on 31.03.2018

reflects Revenue from Operations of Rs. 2025300/- and fixed assets of Rs. 5,73,519/-.

d) The copies of Form 16 A which are the acknowledgment of TDS filed for the assessment years 2005-2006 to 2014-2015.

e) The copy of order dated 02.07.2018 passed by the Second Upper Civil Judge, CD Dehradun in suit bearing no. OS 482 of 2005 wherein the

appellant company was allowed to withdraw the case on the account of amicable settlement of disputes between the parties.

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 inspite of various opportunities given. Right to file the reply was closed vide order dated

03.05.2019.

The grounds contemplated under section 252 of Companies Act, 2013, namely, that of the company 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 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 therefore could not be termed as 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 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.