M/s. Payneer Technologies Pvt. Ltd. And Anr. vs Registrar Of Companies

This Appeal has been filed by the Company named "Payneer Technologies Private Limited" hereinafter referred to as "the Appellant-Company" invoking the provisions of Section 252 (3) of the Companies Act, 2013 (the Act) for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi & Haryana. The company has authorised capital of the Appellant-company is Rs.1,00,000/- and paid up share capital of Rs. 1,00,000/-

As per the averments M/s. Payneer Technologies Private Limited was incorporated on 28.03.2013 as a private limited company and has its registered office at E-145, 2nd Floor, Greater Kailash, Part-I, New Delhi 110048 having CIN U72900DL2013PTC249983.

Since incorporation, the appellant-company has been carrying on business of Software designing, development, customisation, implementation, maintenance, testing and bench marking, designing, developing and dealing in computer software and solution and to import, export, sell, purchase, distribute host (in data centres or over the web) or otherwise deal) in own and third party computer software packages, programmes and solutions and to provide internet/ web-based applications, services and solutions, provide or take up information technology is related assignments on sub-contracting basis, offering services on site off-site or through development centres using owned / hired or third development centres using owned/ hired or third party infrastructure and equipment, providing recruitment and HR related services, providing and taking personnel/ Consultants / human resources from other organisations providing solutions/ packages/ services through applications, services provider mode via internet or otherwise to undertake IT enabled services like call centre management, Medical and legal transcription, data processing, Back office processing, Accounting, HR and payroll processing, insurance claims processing, credit card processing, loans and letters of credit processing, cheque processing, data warehousing and database management to carry on the business of manufacturing, dealing and maintenance of computer hardware, computer systems and assembles data processors, program designs and to buy, sell or otherwise deal in such hardware and software package and all types of tabulating software packages and all types of tabulating machines, accounting machines, calculators, computerised telecommunication systems and network their components, spare parts, equipments and devices and to carry on the business of establishing, running and managing institutions, school and academics for imparting education in computer technology, offering equipment, solution and services for networking and network management, data centre management and in providing consultancy services in all above mentioned area.

A sweeping action was initiated by the ROC at the instance of MCA in striking off the names of several Companies who had failed to file their Statutory Returns. The appellant had failed to file its Financial Statements and Annual Returns from Financial Year ending 31.03.2016 thereby giving rise to the surmise that the business of the company was not in operation. Consequently, its name was struck off by the Respondent from the Register of Companies under Section 248 of the Companies Act, 2013 vide Notice No.ROC-DEL/248/STK-5/2912 dated 18.06.2018 followed by struck off Notification No. ROC/DELHI/248(5)/STK-7/4865 dated 08.08.2018.

The appellant -company admitted their default in carrying out the statutory compliances but submits that the same was due to lack of professional guidance and due to not having a full time CA or CS for these professional services. However, the appellant has now engaged a full time Company Secretary. The appellant has submitted copies of its Financial Statements and Annual Returns for 2016-17, 2017-18 and 2018-19 with the petition and original submitted to the respondent.

The Appellant submits that the Appellant -Company has now been fully complying in filing Annual Returns, Balance Sheets with the Roe since its incorporation. It is only for the last few years the requisite documents have not been filed beause of reasons that Applicant had not engaged a full time professional for carrying out the said activities.

In order to corroborate above submissions the petitioner has placed before us the following evidence:

i) The Appellant-Company has submitted Copies of Audited financial statements for the period ended 31.03.2016, 31.03.2017, 31.03.2018 and 31.03.2019 alongwith Bank Statement of their A/c No.200999049657 from April, 2016 to 31.03.2019 with Indusind Bank, Greater kailash, Part-II, New Delhi along with the petition and submitted to the respondent. Appellant has also undertaken to file the pending reports.

ii) The Appellant-company attached copy of acknowledgements of Income-tax Returns for the A.Y. 2017-18 (tax paid Rs.379823/-)and 2018-19 (tax paid Rs.59438/-).

iii) The Current Assets, Revenue from Operation, Cash & Cash equivalent, and Reserves & Surplus for the company from 2016-2018 have been given as follows in the Audited Financial statements:-

Assets

Revenue from operations

Employees Benefit Scheme

PBT

Ending 31.03.2016

3664658

12248457

422000

13964

Ending 31.03.2017

4547729

18195346

2161156

22579

Ending 31.03.2018

5899017

799609

271695

23695

The matter came up for hearing before the Bench on 17.03.2021 and the Order was reserved.

The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act, 2013 which includes that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its Register.

The appellant has been able to satisfy this Bench that it has complied with the statutory requirements and has certain assets which necessitate and justify restoration of its name in the Register of Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures. Merely to disallow restoration on grounds of its failure to file annual returns would neither be just nor equitable. As per several decisions of various Courts it should only be in exceptional circumstances that Courts should refuse restoration where the company has been struck off for its failure to file annual return as that would be excessive or inappropriate penalty for that oversight.

Accordingly, the appeal is allowed subject to payment of costs of Rs.25,000/- to the Prime Minister Relief Fund. The restoration of the Appellant Company's name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of all formalities, including payment of any late fee or other charges which are leviable by the respondent for the late filing of statutory returns. The name of the petitioner company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name of the company had not been struck off.

The direction for freezing the Bank Account(s) of the Appellant company, if on this ground, shall consequently be also set aside immediately to enable the company carry out its business operation. Compliance of this order for restoration shall be made by the respondent with all its consequential effects within one week of compliance by the appellant.

The appeal is allowed and disposed of accordingly.

Let the copy of the order be served to the parties.