Serious Fraud Investigation Office vs Registrar Of Companies And Ors.

This appeal is filed by the Serious Fraud Investigation Office (SFIO) (for brevity ‘Appellant’), Ministry of Corporate Affairs through its

Senior Assistant Director Sh. Parvesh Sharma, SFIO. The Appellant is seeking restoration of Respondent No. 2, i.e. M/s Foxtrot Megastructures

Private Limited (VDPL), which was struck off by the Registrar of Companies, NCT of Delhi & Haryana by issuing a notice u/s 248 (5) read with

Section 248(1) of the Act and Rule 9 of the 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.

The Appellant herein the Serious Fraud Investigation Office (SFIO) is constituted by Central Government vide notification under Section 211 of the

Companies Act, 2013, to carry out necessary investigation into the affairs of the Company as required by the Central Government.

The Appellant submits that the Ministry of Corporate Affairs in exercise of its powers conferred under Section 212 (1)(c) (Investigation into affairs

of Company by Serious Fraud Investigation Office in the public interest) of the Companies Act, 2013, directed vide order dated 29.06.2017 to the

Appellant to investigate into the affairs of M/s Vigneshwara Developers Private Limited, a Company registered under the Companies Act, 1956 and

having its registered office at D-16/C, Bhagwati House, Hauz Khas, New Delhi, 110049. It is submitted that the MCA issued further order dated

12.07.2017 directing the Appellant to investigate into the affairs of seventeen (17) other group companies including Respondent No. 2.

The Appellant submits that the Registrar of Company vide email dated 14.03.2018 had intimated Serious Fraud Investigation Office (SFIO),

Ministry of Corporate Affairs about the striking the name of the Company from the register of Companies.

The Appellant submits that its investigation report dated 31.03.2019 into the affairs of the Respondent No. 2 and 17 other group companies and

subsequently, MCA, vide order no. Legal-35/11/2019 dated 22.11.2019, issued necessary directions to the office of appellant to file and initiate

prosecution against the accused persons namely Respondent no 2 &17 other group companies as mentioned in the investigation report.

It submits that the corporate structure of the all non-operative companies as mentioned above and as per report (including Respondent No. 2) was

misused, and the funds of operative companies were diverted to acquire properties in the name of the non-operative companies as well as the names

of the directors / promoters.

Keeping in view the criminal conspiracy involved and breach of trust by the directors / promoters of VDPL and to ensure a logical conclusion of the

investigation conducted in the matter, the Respondent No. 2, needs to be restored for the public interest, and thus, such an act would enable and

facilitate the prosecution of the Company.

ROC does not have any objection in allowing this appeal as recorded vide order dated 03.11.2020. The Income Tax Department has not filed its

report.

The proof of service of the Appeal to the Respondent No. 2, M/s Foxtrot Megastructures Private Limited has been annexed which was duly served

via email, none appeared for Respondent No. 2.

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.

As per Section 252, an ample powers are vested with the Bench to allow the appeal on the ground that it is ‘just’ to revive the name of the

Company on the Registrar of Companies register. In present case in order to take ahead/initiate prosecution against Respondent no. 2 Company, the

name of the Company is required to be restored in the records of ROC.

Accordingly, this Appeal is allowed. The Public Notice of Registrar of Companies, striking off the name of the Company is set aside. 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 allowed & disposed of accordingly.

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