1. Present appeal is filed by the company, M/s Mani Mahesh Tecnobuild Private Limited (for brevity the 'Company), through its Shareholder, Ms.
Shikha Aggarwal, 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 Registrar of Companies, the respondent herein, 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.
2. 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 14.03.2008 having CIN U45200DL2008PTC174861.
3. The company is having registered office at 1-220, Naraina Vihar, New Delhi-110028
4 Authorized share capital of the Company is Rs.90,00,000/ - divided into 9,00,000 equity shares of Rs.10/ - each and issued, subscribed and paid up
share capital of the Company is Rs.25,55,000/- divided into 2,55,500 equity shares of Rs.10/- each.
5. The main objects of the company are:
i. To purchase acquire, take on lease or in other such lawful manner, any land, buildings and structures and to develop the same and dispose of or
maintain the same and build township, markets, commercial complex with all or related conveniences thereon and to equip the same or any part of
other buildings, or any related amenities or conveniences such as drainage and to act as commission agents and dealers in farm land building whether
commercial, residential whether meant purchase sale or let out.
And other main objects.
6. 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
Financial Year 2013, 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.
7. 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 owing to the slum in real estate market, the company's operation was adversely affected.
8. The appellant has stated that no notice under section 248(1) of the Act in the form of STK-1 was received by the Company or any of the directors
or any person on their behalf, before striking of the name of the company.
9. However, without going into the controversy of the latches in following the due procedure of law by Registrar of Companies before the final act of
striking off the name of the company from the register of companies maintained by Registrar of Companies, for non-filing of statutory documents by
company for the relevant period, through publication of notice on 30.06.2017, the appellant has preferred to prove with documents and records that the
company was in operation and doing business during the period of striking off the name of the company as a better remedy.
10. 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 of HDFC Bank from 01.04.2013 to 29.01.2018.
ii. The copies of financial statements of the company for the financial years from 2013-14 to 2017-18. The tangible assets reflected in Balance Sheet
as on 31.03.2018 are of Rs. 85,29,600/-
iii. The copies of Income Tax Return the assessment years 2013-14 to 2017-18. The tax paid for assessment year 2017-18 is Rs. 5,600/-
iv. The copy of list of land owned by the company amounting to Rs. 85,29,600/- and same is reflected in the balance sheet of company as on
31.03.2018
v. The copies of registered sale deed of all piece and parcel of land owned by the company dated 30.04.2008 where six plots are situated at opposite
shakti engg works, inside BECO compound, Faizpuira, Batala and other four plots are situated at behind dera satsang beas, Jalandhar road, Batala.
11. 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.
12. 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.
13. The Income Tax Department has submitted in its report that there is no outstanding demand against the Assesse and has no objection if the
company is considered for revival.
14. 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.
15. The Appellant has 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.
16. 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.
17. The appeal is disposed of in terms of above order.
18. Let the copy of the order be served to the parties.
