M/S Private Limited vs Registrar Of Companies And Anr.

The present appeal is filed by the directors (for brevity the ‘Appellants’) of the company M/s Pratishta computer services Pvt Ltd ,through its

Director,under Section 252 of the Companies Act, 2013 (for brevity ‘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 27.04.2017 vide notification no. ROC-DEL/248(5)/STK-5/721 by Registrar of Companies, the respondent

herein.

It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on

02.08.1996 under the Companies Act, 1956 with CIN U72200DL1996PTC080859.

The company is having its registered office at South Extension Plaza, South Extn. II, South End Medicos, New Delhi, South Delhi, DL 110061 IN.

The Authorized Share Capital of the company is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The issued, subscribed and

paid up share capital of the Company is Rs. 25,00,000/- divided into equity shares of Rs. 10/- each.

The main objects of the company are:

To carry on the business of assembling, manufacturing, servicing, consulting, training of personal, educating, developing, designing, import, export,

marketing, trading, buying, selling and distributing computer software, hardware, peripherals, firmware, computer communication, telecommunication,

networking ( setting up of local area networks, wide area networks) data networking and programmes of any and all description and providing

hardware, software, programme and data processing services. Annual maintenance contracts (AMC’s) software development and software

support, network consultancy services and computer time sharing and cad/ cam services for preparing collecting, storing processing and transmitting

data of every kind and to provide multi-media services and internet services of all kinds.

To act as consultants and agents in India and elsewhere for the business referred to in above clause.

To Establish bureaus for providing computer, computer network, data network, education and training, services, to process data, develop syatem of all

kinds by processing jobs and hiring out machine time and to set up, operate and supervise the operation of the data processing divisions and network

operation including internet operation and management of other companies or organisations in India or elsewhere.

To design, studio for providing computer aided designs, layouts and outputs of all types and to carry on business of consultants, repairs and

maintenance of all kind of computers, hardware/ computer peripheral related thereto and deal in computer stationary of all kinds.

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

financial years 2010-2011 to 2016-2017, 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 submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

a) The copy of Bank Statements of the Company of Bank of India for the period 04.04.2012 to 24.05.2018 showing various transaction details of the

company and reflecting closing balance of Rs. 11,774.55/- as on 24.05.2018.

b) The copies of financial statements of the company for the financial years from 31.03.2012 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects Revenue from Operations of Rs. 99,280, Other Incomes of Rs. 96,750, Employee Benefits expenses of Rs. 1,10,000/- and Fixed Assets of

Rs. 23,32,432, Cash and Cash equivalents of Rs. 14,687/-.

c) The appellant has stated that it has fixed assets in the form of 13 land holdings at Dharmavat Khera, Mohanlal Ganj Lucknow total measuring

27.989 Hectare.

It is further submitted by the Appellants that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of

Delhi and Haryana was due to inadvertence on part of the management and due to lack of professional guidance and as such there was no wilful or

mala-fide motive behind non-filing of the Financial Statements and Annual returns.

The Registrar of Companies has stated that it has no objection if the name of the Company is restored 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.

Inspite of repeated opportunities being given to the Income Tax department since 31.10.2018 to file reply in the present matter. They have not

been able to file any reply. The present appeal stands adjudicated in the absence of any reply from the Income Tax department.

The grounds contemplated under section 252 of Companies Act, 2013, namely, that of the company carrying on business or was in operation at the

time of striking off its name, and where it appears “just†to the adjudicating authority that the name of the company is to be restored to the

Register of Companies and the Section 252(3) further contemplates that one of the above 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.

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

company as per section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) 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.

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.