Odeon Buildpro Private Limited vs Registrar Of Companies And Ors.

The present appeal is filed by Ms. Odeon Buildpro Private Limited (for brevity the ‘Company’) through and by its director, 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, issued vide bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on 29.10.2019 by Registrar of Companies, the

respondent herein.

The Appellant states that, the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956 on 15.03.2013 with CIN U74900 DL2013 PTC249465, having its registered office situated at N-49, Second

Floor, Connaught Place, New Delhi- 110001, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 1,00,000/- divided into 10,000/- equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To carry on the business as owners, builders, colonizers, developers, promoters, proprietors, occupiers, lessors, interior decorators, civil contractors,

maintainer of residential, commercial and industrial buildings, mall, multiplexes, township projects, infrastructure projects, IT parks, STIP, colonies,

stone crusher, mill's and factory's sheds and buildings, workshop's buildings cinema's houses buildings and other infrastructures projects to deal in all

kinds of immovable properties whether belonging to the Company or not in India and to undertake and carry on the business of purchasing, selling and

developing any type of infra projects land or plot whether residential, commercial, industrial, rural or urban that may belong to company or to any other

person of whatever nature and, to deal in land or immovable properties of any description or nature on commission basis and for that purpose to make

agreements to sell the land of the company or of anybody else and to deal in building material electrical and civil materials in India and abroad.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248(1)/STK-5/2019/3789 dated 09.08.2019.Consequently,

Appellant’s name was struck off vide notice bearing No. ROC/DELHI/248(1)/STK-7/6217 dated on 29.10.2019 (Company’s name appearing

at Sl. No. 4845) whereby name of 8114 companies have been struck off w.e.f. 29.10.2019 from the Registrar of Companies.

As per the ROC, Appellant had not filed its Financial Statements and Annual Returns from the Financial Year that ended on 31.03.2016, thereby

giving rise to the surmise that the business of the company was not in operation. Consequently, the name of the company was struck off in terms of

provisions of Section 248 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 brought forward the following documents about it being in operation and functional during the period of striking off:

i. The copies of Audited Financial Statements of the company for the period from F. Y. 2017-18. The Balance Sheet as on 31.03.2018 reflects

Current Assets in form of Inventories of Rs. 3,52,82,663/-, Current Assets in form of Cash and Cash Equivalents of Rs. 93,730/- and Expenses in

form of Other Expenses of Rs. 30,179/-.

ii. The copy of Bank Statements of the Company in HDFC Bank for the period 11.10.2019 to 02.12.2019 showing transaction details of the company

and reflecting closing credit balance of Rs. 10,082.50 as on 11.10.2019.

iii. Copy of Collaboration Agreement executed on 15.04.2014 between M/s Sancity Infra Estate Pvt. Ltd. And Ms. Odeon Buildpro Pvt. Ltd., for plot

of land measuring 24 kanal 8.75 Marla, Revenue Estate of Village- Pipli, Tehsil- Kharkhoda, Distt- Sonepat, Haryana, for the period of 5 years.

iv. The Security Transfer Form SH-4 dated 31.05.2017 has been annexed which reflects that the equity shares of the appellant has been transferred

to Mr. Nikhil Bansal for a value of Rs. 50,000/-.

ROC has filed its reply on 28.09.2020 and stating that they have no objection if the name of company is restored in the Register of Companies,

subject to appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as

prescribed under the Companies Act, 2013.

The Income Tax Department has not filed any reply.

The grounds contemplated under section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the

time of striking off its name or 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(1) further contemplates that one of the above three conditions are required to be satisfied before

exercising jurisdiction to restore the 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 during the period preceding strike off, therefore it could not be termed

as a 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 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 deserve to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off 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 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 stands allowed and disposed of in the above terms.

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