AI Structured Summary
Not yet generated for this judgment
Judgment
This appeal is filed by the company, M/s Pioneer Cybertech Private Limited (for brevity the ‘Company’), through ad along with its Directors,
Mr. Rajeev Sharma and Mr. Dinesh Kumar, under Section 252(3) 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 30.06.2017 vide notification no. ROC-DEL/248(5)/STK-7/2879 by Registrar
of Companies, the respondent herein.
The company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana under the provision of
Companies Act, 1956 on 5.10.2007 having CIN U72300DL2007PTC168999.
The company is having registered office at A-15, Kailash Colony, New Delhi-110048.
The Authorized capital of the Company is Rs.1,00,000/-divided into 10,000 equity shares of Rs.10/- each and issued, subscribed and paid up capital
of Rs. 1,00,000/-fully subscribed divided into divided into 10,000 Equity Shares of Rs.10/- each.
The main objects of the company are:
i. To develop systems, applications, general purpose and all kind of software including micro programming for demonstration, sales within and outside
the country or to carry on research and assist in the research by individuals, research consultants, computer service bureaus and advisors, market
surveyors project engineers, quality control and efficiency experts, and marketing service and/or management consultancy, connected with information
and technology and computerization.
And other main objects.
As per the notice of non- compliance of provision of the Companies Act, 2013 in respect to filing of annual returns and financial statements since
financial year 2013, 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 appellants have stated that notice under section 248(1) of the Act in the form of STK-1 was received by the Company before striking of the
name of the company, however, the company could not file the required documents in time due to which the name of the company was struck off
from the Register of Companies.
The Appellant have further 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 Annual Returns and Financial Statements had not been filed with Registrar of Companies due to inadvertence on part of
the management.
The Appellants have brought forward the following facts about it being in operation and functional during the period of striking off:
i. The copy of Bank Statement of the company, one issued by IDBI Bank from 01.04.2016 to 01.12.2017 having closing balance of Rs. 36,643.63/-;
and one issued by Karnataka Bank, Gurgaon, from 30.09.2016 to 27.03.2017 having closing balance of Rs. 50,000/-, reflecting various transactions
done by the company during the period of strike off.
ii. The copies of financial statements of the company for the financial years from 2014-15 to 2016-17. The financial statements as on 31.03.2017
reflects revenue from operation amounting to Rs.5,50,000/-
iii. The company has incurred employee benefit expense of Rs. 1,128,000/- for the financial year ending on 31.03.2017.
iv. The copies of Income Tax Returns filed for the assessment year 2015-16 and 2016-17 as NIL Return.
v. The copies of TDS certificate in Form 16A for financial year 2014-15 to 2016-17, reflecting total tax deducted of Rs. 5,50,000/-
vi. The copy of Memorandum of Understanding, dated 12.11.2008, signed between appellant company, Landmark Apartments Private Limited and
their customers with respect to the development of “Landmark Cyber Parkâ€.
vii. The copy of license granted, dated 13.05.2008, by the Haryana Government to M/s Landmark Apartments private Limited for development of
aforementioned “Landmark Cyber Parkâ€.
viii. The copy of list of customers of the company reflecting 73 customers and total advance received by them in financial year 2016-17 amounting to
Rs. 70,310,447/-
ix. The copy of application, dated 17.03.2015, made by the company for obtaining the occupation certificate from Director general, Town and Country
Planning, Haryana with respect to IT park situated at Badshapur, sector 67, Gurgaon.
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 filed reply and 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.
The Income Tax Department has submitted in its report that there is no outstanding demand against the Assesse and has no objection if the
company is considered for revival.
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.
The Appellants have submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct
company. Thus, taking into consideration the provisions of Section 252(3) 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 Appellants 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 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 Appellants 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.