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Judgment
R. Sucharitha, Member (Judicial)
This is an Application which has been filed by the shareholder/ Director of the struck off company namely, Universus Infotech Private Limited, under Section 252(3) of the Companies Act, 2013 in relation to an order of striking off the name of the Applicant Company passed by the Respondent under the provisions of Section 248 of the Companies Act, 2013.
It is represented that the Applicant Company is a private limited Company incorporated on 13.05.2013, having its registered office at No.14, Natesan Colony, Kottivakkam Chennai and the Corporate Identity Number of the Company (CIN) is U72900TN2013PTC091103. The Authorized share capital of the Company is Rs,1,00,000/- consisting of Rs.10,000 equity shares of Rs.10/- each. The main objects of the Company are to carry on the business of Information Technology Services (IT) and the detailed objects of the company can be seen from the Memorandum of Association filed with the Application Typeset.
It is averred in the application that the company was managed by two directors namely, Mr.Roshan kuruvilla Thomas and Mr. John Thomas. Further, it is seen from the records that, they are also shareholders of the company having 5000 shares each respectively. It is submitted that, the Applicant company was struck off by the STK- 7 notice dated 09.11.2019.
Further, it is seen from the Application that the company had not filed the financial statements for the years of 2015-16, 2016-17 and 2017-18.
It was submitted by the Ld Authorized Representative for the Applicant that, for the purpose of adhering to the statutor compliances, the Applicant company had hired a Professional Charted Accountant, who defaulted in filing the Annual returns on the stipulated time. The default on the part of the said professional is stated as the reason for non compliance to the statutory requirements under the Companies Act, 2013.
It is averred in the application that the company is continuing the business operations and filed income tax returns of Rs.19,977/-, Rs.26,103/- Rs.9.700/- and Rs.5,73,970/- for the assessment years of 2017-18,2018-19, 2019-20 and 2020-21, respectively.
Upon notice, the Respondent/RoC has filed the Report wherein it is seen that there is no significant objection which has been raised by the respondent.
We have considered the plea of the Applicant Company and the Respondent/RoC as well. The Applicant is seeking restoration of its name in the register as maintained by RoC by relying up on the ground that the Applicant Company as of date is carrying on the business for which it was incorporated and it is in operation and in the circumstances, it is just that the name of the Company should be restored on the Register of Companies as maintained by the Respondent. In order to sustain the said plea, the Applicant has placed the following evidences:
i. Copy of Income Tax Returns for the years of 2017-18,2018-19, 2019-20 and 2020-21.
ii. Bank Statements of the Company for the years of 2016-17, 2017-18, 2018-19.
iii. Financial statements of the year of 2017-18, 2018-19, 2019-20.
A perusal of the aforesaid document more particularly the banks statement shows that the Company has been active on the period strike off and carrying on its business for the purpose of which it was incorporated for.
Thus, taking into consideration the provisions of Section 252 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 the stakeholders including members of the Company, its employees as well as the revenue and the Applicant itself who seeks restoration of the name of the Company in the register being maintained by RoC and in the above said circumstances the Application is allowe subject to the following directions namely:
(i)The Registrar of Companies, Chennai is ordered to restore the original status of the Applicant Company viz. Universus Infotech Private Limited as if the name the Company has not been struck off from the Registe of Companies with resultant and consequential action like changing the status of Company from "strike off' to "Active"
(ii) The Company shall within a period of 30 days from the restoration of the Applicant Company's name in the register being maintained by the RoC, the Applicant/ petitioner will file inter alia its annual returns and balance sheets as well other compliances statutorily required to be made under the Companies Act, 2013 for the period from which there has been default with requisite charges/fees as well as additional fee/late charges.
(iii) That the Restoration of the Company's name is also subject to the payment of cost of र50,000/- through online payment in www.mca.aov.in under miscellaneous fees by mentioning the particulars as "payment of cost for revival of Company".
(iv) Till all compliances are made by the Company, the Company shall not alienate or dispose of any of its valuable assets.
(v) It is further observed that by virtue of this order of restoration of the name of Company in the register it will not entitle the Directors of the Company whose names in case have been disqualified by virtue of provisions of Section 164 of the Companies Act, 2013 by the Respondent/RoC automatically to be restored to directorship except in accordance with law.
(vi) An affidavit of compliance of the aforesaid direction shall be filed by the Applicant within a period of 2 months from the date of this order.
(vii) The shareholders of Applicant Company shall jointi submit an Undertaking to the Registrar of Companies stating therein that the accounts of the Company were not used as means to transact tainted money during the period of demonetization.
(viii)Further, this order allowing the Application shall also not circumscribe the power of the respondent to proceed against the Appellant Company and its Directors as mandated for alleged late filing of any forms, documents, returns and such other compliance under the provisions of Companies Act, 2013.
The Application stands allowed on the aforementioned terms.