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Judgment
This appeal is filed by the company, M/s Newtech Villa Developers Private Limited (for brevity the ‘Company’), through and by its Director,
Mr. Birender Bhagat, under Section 252(1) 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 under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of
Delhi and Haryana on 23.05.2011 having CIN U70100DL2011PTC219633.
The company is having registered office at A-51, 3rd Floor Panchseel Vihar, Malviya Nagar, New Delhi â€" 110017.
Authorized share capital of the Company is Rs.1,60,00,000/- divided into 16,00,000 equity shares of Rs.10/- each and issued, subscribed and paid up
share capital of the Company is Rs.1,58,20,000/- divided into 1,58,200 equity shares of Rs.10/- each.
The main objects of the company are:
i. To carry on the business as civil contractors and engineers, builders, colonizers, town planners, real estate developers, land developers, land scapers,
estate agents, architect, interior decorators, real estate consultants and to otherwise deal in all kind of real estate.
And other main objects.
As per the notice of non- compliance of provisions 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 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
inadvertence on part of the management.
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 company issued by Kotak Mahindra Bank, from 14.03.2014 to 07.03.2018, having closing balance of Rs. 5,514/, and
Canara bank, from 01.01.2012 to 21.05.2018, having closing balance of Rs. 4,592/, reflecting various transactions done by the company during the
period of striking off.
ii. The copies of financial statements of the company for the financial years from 31.03.2014 to 31.03.2017. The Balance Sheet as on 31.03.2017
reflects fixed assets of Rs. 70,496/- and Profit of Rs. 11,45,103/-
iii. The company has incurred employee benefit expense of Rs. 8,75,462/- for the financial year ending on 31.03.2017.
iv. The copies of Income Tax Returns filed for the assessment years 2014-15 to 2017-18. The tax paid for assessment year 2016-17 is Rs. 3,62,450/-
v. The copy of labor registration certificate having No. 2014043199 issued on 05.18.2018.
vi. The copies of four sale deeds, executed by the appellant company in favour of four different parties executed on different dates in the year 2017,
with respect to sub division of property situated at Abadi Old Lal-Dora, No. WZ-1, Khasra No. 177, Village Palam, New Delhi admeasuring about
440 square yards owned by the company as claimed in the said deed.
vii. The copies of four sale deeds, executed by the appellant company in favour of four different parties executed on different dates in the year 2014
and 2015, with respect to sub division of property situated at Abadi Old Lal-Dora, No. 125-C/1, Khasra No. 322, village Neb Sarai, Tehsil Hauz Khas,
New Delhi admeasuring about 350 square yards owned by the company as claimed in the said deed.
viii. The copy of sale deed, dated 04.07.2017 executed by the appellant company in favour of Mr. Preet Singh, situated at Khasra No. 142 & 150,
Revenue Estate, INGNOU Main Road, Village Neb Sarai, Tehsil Hauz Khas, Mehrauli, New Delhi admeasuring about 505 square yards for total
consideration of Rs. 30,00,000/-
ix. The copy of a collaboration agreement in the year 2013 and copy of partnership deed in the year 2014 with respect to the development and
construction to be carried out of the property owned by the appellant company situated at Plot No 142 & 150, Revenue Estate, Village Neb Sarai,
Tehsil Hauz Khas, Mehrauli, New Delhi admeasuring about 1010.83 square yards.
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 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 submitted in its report that there is no outstanding demand against the Assessee and 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 Appellant 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 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.