M/s Sampark Capital Management Pvt. Ltd. vs Registrar Of Companies And Ors.

The present appeal is filed by M/s Sampark Capital Management Private Limited (for brevity the ‘Company’), through and by its directors

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, issued vide notification no. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018 by Registrar of

Companies, the respondent herein.

The Appellant states that the company was incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and

Haryana under the Companies Act, 1956, on 25.06.1997 with CIN U93000 DL1997 PTC088161, having its registered office at LB-10/104, Surya

Business Centre, Ansal Bhawan, 16, K.G. Marg, New Delhi- 110001, within the jurisdiction of this Tribunal.

The Authorized Share Capital of the Company is Rs. 2,00,000/- divided into 20,000 equity shares of Rs. 10/- each. The issued, subscribed and Paid

up Share Capital of the Company is Rs. 35,000/- divided into 3,500 equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(i) To carry on in India or elsewhere the business in all its branches as broker, sub-broker, Agent, Sub-Agent and to buy, sell, acquire, hold, or deal in

all kind of shares, securities, stocks, bonds, Fixed Deposit schemes, Fully Convertible Debentures and Non-convertible Debentures.

(ii) And the other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248/STK-5/2336 dated 13.06.2017. Consequently, Appellant’s name

was struck off vide notice bearing No. ROC/DELHI/248(5)/STK-7/4865 dated on 08.08.2018 (Company’s name appearing at Sl. No. 18254)

whereby name of 24280 companies have been struck off w.e.f. 08.08.2018 from the Registrar of Companies.

As per the ROC, Appellant had not filed its Annual Returns and Financial Statements for the Financial Years since incorporation, thereby giving

rise to the surmise that the business of the Company was not in operation. Consequently, the name of the Company was struck off in terms of

provisions of Section 248 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 documents about it being in operation and functional during the period of striking off:

(a) The Copies of Audited Financial Statements of the company for the period from F. Y. 2016-19. The Balance Sheet as on 31.03.2018 reflects

Current Assets in form of Cash and Cash Equivalents of Rs. 14,94,975/-, Expenses in form of Employee Benefit Expense of Rs. 15,46,290/- and

Revenue from Operations of Rs. 20,00,045/-. The Revenue from Operations of Rs. 10,97,780/-, as on 31.03.2017 is also reflected.

(b) The Copies of Bank Statements of the Company in RBL Bank for the period 03.04.2017 to 27.03.2018 showing various transaction details of the

company and reflecting closing credit balance of Rs. 9,67,305.91 as on 04.04.2018.

(c) The Copies of Income Tax Returns for the Assessment Years 2018-19 and 2019-20. The tax paid by the Company for A.Y. 2018-19 is Rs. NIL.

(d) The Copies of Form 26AS for the Financial Years 2017-18 and 2018-19.

ROC has filed its reply on 09.09.2020 and stating that they have no objection if the name of company is restored in the Register of Companies,

subject to appellant filing all its pending statutory documents with the Registrar of Companies till date along with the requisite late filing fee as

prescribed under the Companies Act, 2013.

The Income Tax Department has filed its reply on 15.01.2021, in which it has been submitted that the Company has filed its Income Tax Returns

for the A. Y. 2012-13 to 2019-20. It further states that as per the details found on CPC system, a total demand of Rs. 8,840/- for A.Y. 2015-16 dated

31.01.2016 and Rs. 1,190/- for A.Y. 2013-14 dated 10.09.2014 are outstanding against the Appellant Company and no cash deposits have been made

by the Company in the period of demonetization, no proceedings are pending against the Company.

The grounds contemplated under Section 252 of Companies Act, 2013, are that the Company was carrying on business or was in operation at the

time of striking off its name or where it appears “just†to the Adjudicating Authority that the name of the Company is to be restored to the

Register of Companies and Section 252(1) further contemplates that one of the above three conditions are required to be satisfied before exercising

jurisdiction to restore the 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 during the period preceding strike off, therefore, it could not be

termed as a 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

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 deserve to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies, striking off 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 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 stands allowed and disposed of in the above terms.

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