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Judgment
Kapal Kumar Vohra, Member (T)
This Appeal has been filed by 'Zestha Projects Pvt. Ltd.' (Company) invoking the provisions of Section 252 of the Companies Act, 2013 (The Act) for restoration of the name of the Company in the Register of Companies (Register) maintained by the Registrar of Companies (RoC).
As per the averments, the Company was incorporated on 30.05.2003 as a private limited Company and has its registered office at B-03 Basement, Shahpuri Tirath Singh Tower, C-58, Janakpuri, New Delhi-110058, having Corporate Identity Number (CIN U701 01DL 2003 PTC1 20652). The business of the Company is to develop, buy, sell, import, export, put up, install, repair, distribute, provide solutions, service & consultancy and otherwise deal in software, information, technology & services, electronic commerce, mail computer hardware and software system designing, education, training etc.
An 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 Company did not file annual returns for the last two Financial Years thereby giving rise to surmise that the Company was not doing any business activity. Consequently, its name was struck off by the Respondent (RoC) from the Register under Section 248 of the Act vide notification dated 29.10.2019.
The Company is ready to submit its Annual Returns before the RoC.
The Company submits that it has been in continuous business operation, has been regular in preparing balance sheets and filing Income Tax (IT) Returns with the competent authorities. In order to corroborate this submission, the Company has placed before us the following evidence:
i. The Company has submitted IT Returns for the AY 2018-19, 2017-18 and 2016-17.
ii. The Company has submitted form GSTR for a few months showing ITC Available, ITC Reversed etc.
iii. As per the audited financial statements as on 31st March 2018, the Company had long term borrowings of Rs. 1,15,00,000, current liabilities of Rs. 3,10,47,700 and current assets of more than 4 crore. During the FY 2017-18, the Company had a total revenue of Rs. 15,478. The Company has also filed audited financial statement for the year ended 31.03.2017 and 31.03.2016.
iv. The Company had a credit balance of Rs. 7,435 with Union Bank of India on 24.06.17. Further, the Company has filed bank statement of HDFC Bank for the period from 19.03.19 to 15.11.19 showing a credit balance of Rs. 4,292 on 15.11.2019.
The provisions pertaining to restoration of the name of the Company have been provided in Section 252 of the Act which include that, if it is just and equitable to restore the name of the Company in the Register, the Tribunal may direct the RoC to restore the name in its Register.
In view of the Company working as a going concern at the time of striking off submitting IT Returns, preparing balance sheets, the Appeal to restore the name of the Company to the Register of RoC is allowed subject to payment of costs of Rs. 25,000 to the Prime Minister Relief Fund along with Rs. 50,000 to the Ministry of Corporate Affairs. Accordingly, the order of RoC dated 30.06.2017 to strike off the name of the Company from the Register is hereby set aside. The restoration of the name of the Company in the Register will be subject to the Company's filing all outstanding documents for the defaulting years as required by law and completion of all formalities, including payment or any charges which are leviable by the Respondent. The name of the Company shall then stand restored in the Register of the RoC, as if its name had not been struck off.
The direction for freezing the Bank Account(s) of the Company, if on this ground, shall consequently be also set aside immediately to enable the Company to carry out its business operation. Compliance of this order for restoration shall be made by the RoC with all its consequential effects within one week of compliance by the Company.
Let the copy of the order be served to the parties.