1.This Company petition is filed under Section 252 of the Companies Act, 2013 seeking for the restoration of the name of the company which has been struck off by the Registrar of Companies, NCT Delhi.

2.A perusal of the petition discloses the following facts leading to the filing of this petition:

i) The Company is incorporated on 18thFebruary, 2000 bearing Corporate Identity No. U9999DL2000PTC103842 and in evidence of the same, the Registrar of Companies had issued a Certificate of Incorporation dated 18.2.2000. The petitioner company was incorporated as averred in the petition for the purpose of dealing in land and Real Estate as well and to take on lease or in exchange etc. of any land, buildings, rooms, godowns warehouses for storing or for any other purpose.

3.The petitioner avers that the three persons, namely, Mr. Adhar Seth, Mr. Amit Seth and Mrs. Nidhi Choudhury, who had subscribed to the Memorandum of Association of the company, had sold their entire holdings to one Mr. Kamal Chadha and to Ms. Saroj Chadha, for valid consideration.

4.And that the above said two persons were appointed as Directors of the company on 01.2.2000 and 25.8.2001 respectively.

5.The registered office of the company is claimed to have changed from 61, Ring Road. Lajpat Nagar-lll, New Delhi from 28.2.2001 to C-436, Defence Colony, New Delhi-110024.

6.It is claimed that on 27.9.2008, one Mr. Karan Chadha was also appointed as a Director of the petitioner company and that on 16.8.2013, Mr. Kamal Chadha passed away and the management control of the company passed on to Mrs. Saroj Chadha and Mr. Karan Chadha.

7.That the present petition is filed by Mrs. Saroj Chadha in her capacity of a Director and shareholder of the petitioner company and also being authorized by a resolution of the Board of Directors dated 28.02.2014.

8.The petitioner claimed that in order to comply with the provisions of Companies Act and also to file the documents, statutory requirements there under, a competent person was appointed having adequate knowledge in company law matters. However, it is admitted that contrary to the trust of the Directors of the petitioner company placed on the competent person, no filings have taken place from the year 2001 to 2014.

9.In order to make good the non-filing of the statutory requirements and forms, an attempt was made with the Registrar of Companies to file the same, however, it came to the knowledge of the Directors of the company that the company has been struck off from the Registrar of Companies under Section 560 of the Companies Act, 1956 in or around the year 2007. It is also submitted that no Income Tax Returns were filed with the Department for all these years. It is contended by the petitioner company that due to negligence of Accountant of their company, to whom the filing was entrusted, the relevant forms were not filed and that the same is not intentional or deliberate and was only accidental.

10.The petitioner contends that no notice has been given by the respondent, before striking off the name of the company by the Registrar of the Companies and the Notification dated 31.3.2007 has been issued striking of its name due to non-filing of statutory returns, Balance Sheets and Annual Returns.

11.It is further contended that in the absence of the notice to the company the action of the Registrar of Companies striking off the name under the Companies Act, from the list of companies is illegal, arbitrary and unauthorized.

12.In the circumstances, the petitioner claims that the name of the company should be restored on to the register of the Registrar of Companies for due compliance with law by quashing the impugned order and the Gazette Notification published on 31.3.2007 passed by the ROC to the extent of striking off the name of the company and to allow the present petition.

13.The Respondent, namely, the Registrar of Companies has filed a reply wherein the contention of the petitioner made in the above petition has been controverted. The summary of defence is evident from the following facts:

1. In relation to the non-filing of the statutory documents and the annual returns, it is stated that the same has not been filed for the year 2001 to 2014 as well as the Balance Sheets for the said period.

2. Subsequent to the year 2001, it is contended by the respondent that no Form-32 has been filed in the list of events happenings/happened during the said date and as per the last available Annual Return for the period 30.9.2000 filed by the company, no change in the shareholding pattern and about the shares transfer as averred by the petitioner have been filed. Further, no proof of evidence for the transfer of shares to Mr. Kamal Chadha and Mrs. Saroj Chadha and their appointment has been filed.

3. In the ROC record, there is no intimation about the change of situation of Registrar of the Companies as above in the petition.

14.The Respondent also submits that the petitioner has not filed any proof in relation to the claim that the company was carrying on any business or it has been in operation or otherwise. Hence, the companys name was struck off by the Registrar of Companies. However, in making the above submissions, the respondent has stated in reply that he does not have any objection for restoring the name of the petitioner company subject to filing of No objection certificate of shareholders, originally who had subscribed in the Memorandum of Association and as detailed in Paragraph-1 of the order as no records are found either in relation to change of shareholding of the directors.

15.We have thoughtfully considered the plea of the petitioners as well as the contentions put forth by the respondent, made in the reply. The question arises from the reply as filed by the ROC is that, whether Mrs. Saroj Chadha is competent to file this petition seeking restoration of the name of the company as claimed by her in the absence of any documerts proving that the shares have been transferred to her from the original subscriber to the memorandum and Articles of Association of the company. Neither the documents filed along with petition nor documents filed subsequently, show that the shares were transferred by way of validly executed Share Transfer Deed and the share certificates being handed over to her and to Mr. Kamal Chadha by the original promoters of the company, nor there is any proof of Mrs. Saroj Chadha having been appointed as a member of the Board as per the contention of the respondent. Hence, it will be in order to consider the competency of the petitioner to maintain the petition and for the said purpose, reference to the provisions of Section 252 of the Companies Act, 2013 under which the petition seems to have been preferred will be in order.

S.252.Appeal toTribunal- (1) Any person aggrieved by an order of the Registrar, notifying a company as dissolved under section 248, may file an appeal to the Tribunal within a period of three years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the register of companies is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar, it may order restoration of the name of the company in the register of companies.

Provided that before passing any order under this section, the Tribunal shall give a reasonable opportunity of making representations and of being heard to the Registrar, the company and all the persons concerned.

Provided further that if the Registrar is satisfied, that the name of the company has been struck off from the register of companies either inadvertently or on the basis of incorrect information furnished by the company or its directors, which reguires restoration in the register of companies, he may within a period of three years from the date of passing of the order dissolving the company under section 248, file an application before the Tribunal seeking restoration of name of such company.

(2) A copy of the order passed by the Tribunal shall be filed by the company with the Registrar within thirty days from the date of the order and on receipt of the order, the Registrar shall cause the name of the company to be restored in the register of companies and shall issue a fresh certificate of incorporation.

(3) If a Company, or any member of creditor or workman thereof feels 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.

15.From the reading of Section 252(3), it is evident that the following persons, if aggrieved by striking off can prefer a petition, namely, (a) company; (b) member; (c) Creditor; or (d) workman. However, as rightly pointed out by the Respondent ROC, no evidence is on record to establish that Mrs. Saroj Chadha who has preferred the petition was in the Board or a member of the company. In the absence of any document to establish her as a Member or Director, the petition on preliminary ground of competency of the person filing it is not maintainable.

16.Even on facts, we do not find any merits in the petition as the petitioner company subsequent to the 1stAnnual Return in the year 2000 has failed and neglected to file the required statutory returns and forms for a continuous period of 8 years till it was struck off from the Register of Companies. It is almost a decade since the name was struck off and neither the petitioner company nor the persons claimed to be in the management of the petitioner company really bothered to have the name restored which clearly shows the callous attitude of the petitioner.

17.Having incorporated a legal entity it is for the persons who claim to be in the management of the company to see that all statutory compliances are effected within the time limit prescribed under the statute, namely, Companies Act, 2013 and previously under the Companies Act, 1956. It is also seen that having changed the registered office of the company, the Registrar of Companies was not put on notice and hence the claim of the petitioner that prior to striking off, no notice was given seems to be only a moon shine and cannot be considered as a valid ground for restoration. As rightly pointed out by the Respondent no proof has been filed in relation to the claim that the company was carrying on business or it has been in operation all along, other than so called financial statements, which seems to have been tailor made for the purpose of this petition and taking into consideration the admission made in the petition that even IT Returns have not been filed for the relevant periods and under the circumstances, we do not find it just to exercise the powers conferred on this Tribunal under the provisions of Section 252 as extracted above.

18.This petition fails and the same is dismissed with costs of Rs. 20,000/- to be paid by the petitioner to the Registrar of Companies for having dragged the statutory authorities before this Tribunal on a vexatious cause.

19.Accordingly, the petition is dismissed with costs as above.