Santosh Kumar (Shareholder Of Moonvision Infotech Pvt. Ltd.) vs Registrar Of Companies And Anr.

The present appeal is filed by Santosh Kumar (Shareholder of Moonvision InfotechPrivate Limited) (for brevity the ‘Company’), 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 08.08.2018by 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 27.05.2008with CIN U74120DL2008PTC178652,having its registered office atC-16 (Basement) Malviya

Nagar, New Delhi- 110017,within the jurisdiction of this Tribunal.

The Authorized Share Capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The issued, subscribed and paid

up share capital of the Company is Rs. 1,00,000/- divided into 10,000equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To manufacture trading and dealing in the field of computers, hardware, software and information technologies.

(b) And other main objects.

The Respondent herein had issued Public notice bearing No. ROC/DELHI/248/STK-5/2018/2912 dated 18.06.2018. 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.

13141) 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 hadnot filed its Financial Statements and Annual Returns for the Financial Years 2015 onwardsthereby 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 ofstriking off:

i. The Copies of Audited Financial Statements of the company for the period from F. Y. 2015 onwards. The Balance Sheet as on 31.03.2018 reflects

Income from Operations as nil, but Income from Operations as on 31.03.2017 is Rs. 1,37,500/-.

ii. The Copy of cash flow statement for the year ending 31.03.2017 reflecting Cash and Cash Equivalentsfrom financial activity of Rs. 43,09,608/- and

the same for the year ending on 31.03.2018 is Rs. 12,23,657/-. This statement is filed pursuant to Clause 32 of the Listing Agreement with stock

exchange.

iii. The Copies of Bank Statements of the company in IDBI Bank as mentioned by appellant, for the period 03.04.2017 to 31.03.2018 showing various

transaction details of the company and reflecting closing credit balance of Rs. 2,90,149.55 as on 31.03.2018.

iv. The Copies of Income Tax Returns for the Assessment Years 2015-20. The tax paid by the company for A.Y. 2017-18 is Rs. NIL.The tax

payable by the company in the A.Y. 2018-19 is Rs. 1000/-, as per the Income Tax Return filed by the company.

ROC has filed its reply on 17.02.2021and 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 not filed any reply.

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 nameorwhere 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(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.