Code Techcenter India Pvt. Ltd. And Ors. vs Registrar Of Companies And Anr.

This appeal has been filed by the company along with its three Directors under Section 252(1) of the Companies Act, 2013 (for brevity as '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.

The appellant company, M/s Code Techcenter India Private Limited, (for brevity the company') was incorporated on 17.03.2011 under the provision

of Companies Act, 1956 and with the Registrar of Companies, New Delhi having CIN U72900DL2011PTC216004.

The company is having its registered office at 28 A, Neelkanth Apartment, 46, I.P. Extension, New Delhi-110092.

The authorized share capital of the company is Rs. 20,00,000/- divided into 2,00,000 equity shares of Rs.10/- each and issued, subscribed and paid

up share capital is Rs.5,00,000/- fully subscribed divided into 50,000 equity shares of Rs.10/- each.

The company is primary into the business of information technology services in telecommunication sector. The main objectives of the company are:

i. To deal in, design, develop, provide software, hardware, solutions, consultancy, marketing and services related to or in the field of telecommunication

and telecommunication sector or industry.

ii. To offer integrated services in the field of electronics, telecommunication membership, digital network, VOTP networks, intern.et, Eoanets and

internet-based solutions.

iii. And others.

It is stated by the appellant that no notice under section 248(1) of the Act in the form of STK-1 was served on any of the Appellants before striking

of the name of the company but may it be so, the appellant further submits that the failure to file financial statements and annual returns with the

Registrar of Companies, NCT of Delhi was due to inadvertence on part of the management and on part of the Professional who was hired to comply

the statutory requirement of filing of documents with Registrar of Companies and as such there was no wilful or mala-fide motive behind non filing of

the Financial statements and Annual returns.

7 As per the notice of non- compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements for the

last two years, 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 brought forward the following facts about it being in operation and functional during the period of striking off:

a. Copy of the Annual Accounts duly audited by the Statutory Auditor of the Appellant for the financial year ended on 31.03.2012 to 31.03.2017

showing profit of Rs. 86,170/- for the financial year 2016-17. The appellant has made non -current investments in the securities of Funongo

Entertainment Private Limited and also given loan to the same entity as reflected in the Balance Sheet.

b. Copy of Income Tax Returns filed for financial year ended on 31.03.2012 to 31.03.2016. The tax paid by the Appellant for Assessment year 2016-

17 is NIL return. Further the applicant has stated that there is no outstanding Income Tax demand against the applicant.

c. Copy of Bank Statement showing transaction details and various entries of withdrawal, for the period starting from 22.04.2015 to 15.10.2016,

reflecting the balance of Rs.1,37,616.23/-

The appellants have submitted that they have duly complied with all the procedural compliances as may be applicable to them and have duly

prepared, approved and adopted its Financial Statements up to the year ended 31.03.2017. but have failed to file the same with the Registrar of

Companies, since its incorporation, due to lack of professional guidance.

The Registrar of Company has stated that it has no objection if the name of the Company is restored in the Register of Companies 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. Thus, on perusal of abovementioned records produced by the company, the objection raised by the Registrar of

Company stands satisfied.

The Appellants have submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct

company as per section 252(3) of the Act. Thus, taking into consideration the provisions of Section 252(5) 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.

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.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking 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 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.