,,,,
1. The appeal under Section 252(3) of the Companies Act 2013 (Act) is filed for restoration of the name of DBHMS Consultants Private Limited,,,,
(DBHMS) in the register of companies. The appeal is filed by DBHMS through its director Sh. Sameer Jagdish Divekar and Sh. Pawandeep Singh,,,,
Luthra shareholder. The appeal is signed by both Sh. Sameer Jagdish Divekar and Pawandeep Singh Luthra. Their affidavits verifying the appeal are,,,,
at pages 20 to 25 of the petition. Vide diary dated 25.04.2019, the copy of Board Resolution dated 23.02.2018 authorizing Sh. Sameer Jagdish Divekar",,,,
has been filed. The list of shareholders of DBHMS as on 31.12.2017 is filed at Page 30 and shows that Sh. Pawandeep Singh Luthra and Sh. Sameer,,,,
Jagdish Divekar hold 14,000 shares and 10,000 shares respectively.",,,,
2. As per master data at Page lA of the appeal, DBHMS was incorporated on 20.10.2010 and its CIN is U45204DL20101qC209572. The authorized",,,,
and paid up capital is Rs.5,00,000. The registered address is at 6B/6 Second Floor Old Rajinder Nagar, New Delhi 110060. Therefore, the jurisdiction",,,,
lives with this bench of this tribunal.,,,,
3. The memorandum and articles of association are at Page 36. The main objects to be pursued by the company on its incorporation are:,,,,
I. To carry on business of consultancy in the field of Sustainable Design, Green Designs, Architectural Design, Interior Design, MEP",,,,
Design, Project Management, in. India and abroad etc.",,,,
II. To carry on business of technical, management, project and other related consultancy services in India and abroad.",,,,
4. It is stated that while carrying out the business and operations of the appellant company, it came to the knowledge of the existing directors that the",,,,
statutory filing required to be done with the Register of Companies NCT of Delhi and Haryana (ROC) annually as well as upon happenings of certain,,,,
events, have not been inadvertently done. It is submitted that DBHMS filed its annual returns for the financial years ending 31.03.2013 with the ROC",,,,
and the company was in the process of filing financial statement for the financial years 2013-2014, 2014-2015 and 2015-2016 and that in the meantime",,,,
the appellant company was struck off from the register of the ROC vide gazette notification notice No. ROC - NO -ROC - DEL / 248(5) / STK-7 /,,,,
2879 dated 30th June, 2017. It is stated that DBHMS was struck off form the register of companies due to defaults in statutory compliances namely",,,,
failure to file financial statements for the period 2013-14 to 2015-16. It is submitted that DBHMS did not receive any show cause notice, nor was it",,,,
afforded any opportunity of being heard before the aforesaid action was taken by the respondent.,,,,
5. It is submitted that the appellant company has been active since incorporation and is maintaining all the requisite documentation and records, as per",,,,
provisions of the Act. It is further stated that DBHMS has duly paid all the tax dues as well as other statutory dues on time and has submitted Income,,,,
Tax Return for financial year 2013-2014 to 2015-2016. It is submitted that for the ends of justice, the present appeal be allowed since DBHMS is",,,,
carrying on its business and operation and that in the event of restoration of the name of DBHMS, DBHMS will file all the statutory documents.",,,,
6. The reply cum affidavit on behalf of ROC has been filed by Dairy No. 7976 dated 27.07.2018. It is stated that DBHMS filed its Annual Return and,,,,
Balance Sheet for financial year ended on 31/03/2013 and 31/3/2013 respectively and that DBHMS was struck off w.e.f 07.06.2017 in terms of,,,,
provisions of Section 248(1) of the Act read with Rule 7, of the Companies (Removal of Name of Companies from the Register of Companies) Rules,",,,,
2016. It is stated that DBHMS was struck off by the ROC because as per the records of the office of ROC, neither the company was carrying on",,,,
operation for a period of two immediately preceding financial years nor claiming the status of a dormant company under Section 455 of the Act. It has,,,,
been prayed that DBHMS may be directed to prove that it was carrying on business or was in operation and that it is just that the name of company,,,,
be restored to the register and the company be directed to file the financial statements up to date.,,,,
7. The status report on behalf of Income Tax Department has been filed by Dairy No. 7118 dated 04.07.2018. The details of Income Tax Return filed,,,,
for assessment years 2013-2014 to 2017-2018 have been given. It is stated that no proceedings are pending and no demand is outstanding.,,,,
8. During the course of the hearing the learned counsel for the appellant has relied on the appeal and has pleaded that the company is having revenue,,,,
from operations and has been active since its incorporation and, therefore, the name of DBHMS be restored in the register of companies. The learned",,,,
representative for ROC and learned counsel for the Income Tax Department have relied upon the reports submitted.,,,,
of the Act. It has been prayed that DBHMS may be directed to prove that it was carrying on business or was in operation and that it is just that the,,,,
name of company be restored to the register and the company be directed to file the financial statements up to date.,,,,
7. The status report on behalf of Income Tax Department has been filed by Dairy No. 7118 dated 04.07.2018. The details of Income Tax Return filed,,,,
for assessment years 2013-2014 to 2017-2018 have been given. It is stated that no proceedings are pending and no demand is outstanding.,,,,
8. During the course of the hearing the learned counsel for the appellant has relied on the appeal and has pleaded that the company is having revenue,,,,
from operations and has been active since its incorporation and, therefore, the name of DBHMS be restored in the register of companies. The learned",,,,
representative for ROC and learned counsel for the Income Tax Department have relied upon the reports submitted.,,,,
9. We have carefully considered the submissions of the learned Counsel for the appellants, the learned authorized representative for ROC and the",,,,
learned Counsel for the Income Tax Department and have also perused the record.,,,,
10. The relevant provisions of Section 252(3) of the Act are as follows:,,,,
252. (3) if a company, or any member or creditor or workman thereoff eels aggrieved by the company having its name struck off from the",,,,
register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of twenty years",,,,
from the publication in the Official Gazette of the notice under sub-section (5) of section 248 may, if satisfied that the company was, at the",,,,
time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the",,,,
register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give",,,,
such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as nearly,,,,
as may be as if the name of the company had not been struck off from the register of companies.""",,,,
11. The appeal is filed by the company as well as a shareholder. The appeal is also filed within the period of 20 years from publication of notification in,,,,
official gazette under Section 248(5) of the Act. Therefore, the issue requiring consideration is whether the company was, at the time of name being",,,,
struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the register of companies.",,,,
12. The audited balance sheets of DBHMS for the years 2013-2014 to 2015-2016 are filed at Page 60 of the Appeal. The audited balance sheet for,,,,
the year 2016-2017 is filed as Annexure Al of Dairy dated 14.01.2019. The revenue from operations and employee benefit expenses shown in the,,,,
Particulars,,"For the year ended
31st March, 2017","For the year ended
31st March, 2016","For the year ended
31st March 2015
I.,"Revenue from
operations","31,87,762","49,69,674","80,44,566
II,"Employee benefits
expense","31,80,413","31,91,968","55,17,313
