AI Structured Summary
Not yet generated for this judgment
Judgment
The appellant company M/s Simple Infosystems Pvt. Ltd (for brevity the 'Company') along with its Directors, Mr. Pawan Sharma and Mr. Kapil
Sharma have filed this appeal under section 252 of the Companies Act, 2013 against the order dated 30.06.2017 of the Registrar of Companies
(ROC), NCT of Delhi and Haryana, vide which name of the Company was struck off under section 248(5) of the Act read with Rule 7 and Rule 9 of
Companies (Removal of Name of the Companies from the Register of the Companies) Rules, 2016.
It is stated that the company is incorporated as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana on 28th
February, 2008 under the provisions of Companies Act, 1956 having CIN U72300DL200OPTC174445.
The registered office of the company, M/s Simple Infosystems Pvt. Ltd is situated at F-56, Pkt.-B, Sector-4, Bawana Industrial Area, Delhi-
110039.
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/- divided into 10,000 Equity Shares of Rs.10/- each.
The main objects of the company are:
To carry on the business of software development and to provide technical services, training, consultancy relating to the hardware, software,
information technology and to undertake computer related jobs as internet communication networks, e-commerce, website design in multimedia and to
carry on the all kinds of business in India or abroad related to information technology and computer related assignments
& Other main objects.
It is stated that ROC has published the letter bearing no. De1/248/STK-5/721 in April 27, 2017 at the website of Ministry of Corporate Affairs
pursuant to sub-sections (1) & (2) of section 248 of the Companies Act, 2013. It was mentioned in the said Public Notice that the Registrar of
Companies purposes to remove/ strike off the names of the above mentioned companies from the register of companies and dissolve them unless a
cause is shown to the contrary, within 30 days from the said Public Notice. Since, the said Public Notice was not served through physical mode or
through registered post upon the Applicant Company or any of its Directors, they never had knowledge of such Public Notice been issued by the
Registrar of Companies, NCT of Delhi &Haryana.
It is further submitted that the Company was struck off from Register of Companies as maintained by ROC vide its Notice of Striking Off and
Dissolution No. ROCDEL/248(5)/STK- 7/2879 dated 30.06.2017.
It is further submitted that the Company could not file the Annual Accounts and Return statements with the Registrar of Companies for 2013-14,
2014-15 and 2015-16, due to the lack of proper professional guidance, oversight and inadvertent reasons, hence due to such non-filing of Annual
accounts and returns, name of the company has been struck off by the ROC.
The Appellant has produced the following documents and records in support of their case showing that the Company was in operation during the
striking off period and is functioning and having business activities till date:
a) The company has filed the statutory income tax returns till financial year 2017-18. The company has paid the tax to the tune of Rs. 8,884/-.
b) The Company has been carrying out day to day business, preparing annual accounts and holding its board meetings, general meetings of
shareholders as and when required and maintained proper records, registers as per law, as per claim by the appellants.
c) The Profit & Loss Accounts of the Company &, Balance sheets have been duly audited by the Statutory Auditors of the Company. All the
necessary documents including the Balance Sheet, Audit Report and Profit and Loss Accounts from year 2013 upto 2016 and provisional final
statement for year 2016-17 are ready with the Company for submission before the ROC copies of which are placed on record for perusal. The
audited balance sheet for the year 2015-16 of the company reflects that the company has made the profit of Rs. 6,584/-. The provisional balance sheet
for the year 2016-17 of the company reflects the profit of Rs. 16,084/-.
d) The Company is maintaining and operating current account with ICICI Bank. The entries of financial transactions reflects balance amount of Rs.
1,83,322/- as on 30.06.2017.
e) The company also registered itself under the Goods & Service Tax Act, 2017 having GSTIN No. 09AALCS7483F1ZS dated 27.06.2017. The copy
of the registration certificate of GST along with the copy of monthly returns are on record, and reflecting tax being paid from July, 2017 onwards.
f) The company also brought on record the various sale and tax invoices. The last attached tax invoice reflects the sale of Rs. 6,650/- as on
07.03.2017.
g) The list of Sundry Debtors and sundry creditors reflect the amount to the tune of Rs. 10,93,437/-and Rs. 9,72,626/- respectively as on 31.03.2017.
The non-compliance in terms of filing of statutory documents with ROC was unintentional and not with any ulterior motives and is not of such a
nature as to prejudice the interest of the creditors/ shareholders and/or public at large and it is just and equitable that the revival and restoration of the
name of the company be allowed by this Tribunal.
The ROC has filed reply and have opined that subject to the compliance of section 252 of the Act and proving that the company being in business,
the name of the company may be allowed to be restored.
The IT Department has not filed its reply. Even after given multiple opportunities to the IT Department and last chance as per order dated
14.05.2018, the department failed to file the reply, but the company has brought forward sufficient proof of filing of the IT returns upto date and
paying of the taxes.
From the records submitted by the appellants as narrated above it is proved that the company was carrying on the business and it was in operation.
Hence, the objections raised by ROC is satisfied. The Income Tax Returns placed on record has confirmed that the returns have been regularly filed
by the company till year 2017-18, and tax paid thereof.
According to the ROC the object of Section 252(3) of the Companies Act is to give chance to the company and its member to revive the company
which has been struck off. As per the ROC objections, the restoration be allowed on the rolls of ROC in the interest of justice if the appellants are
able to prove that at the time of striking of its name it was in operation.
The appellants have also submitted that in the event of revival and restoration of the name of the company in the Register maintained by the ROC
respondent, the company shall file all outstanding statutory documents for the period 2013-14 to 2016-17 with filing fees and the additional fees, as
applicable on the date of actual filing along with a certified copy of order of this Hon'ble Tribunal for restoration of the name of the company.
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 ROC 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.
In view of the above facts the appeal is allowed. The notification published in the Official Gazette of India dated 27.06.2017 and the order dated
30.06.2017 in so far as the name of the company bearing U72300DL200OPTC174445 is hereby set aside. The restoration of the company's name to
the Register will however be subject to its filing all the outstanding statutory documents as required under law and completion of all formalities,
including payment of any late fee or any other charges or penalties which are leviable by the respondent for late filing of statutory returns and also on
payment of cost of Rs. 25,000/- to the Prime Minister's Relief Fund. The name of the company shall then, as a consequence, stands restored in the
register maintained by the Registrar of Companies, as if the name of the company had not been ever struck off.
The appeal stands disposed off.