Somoro Innovation Private Limited vs Registrar Of Companies

The present appeal is filed by Ms. Somoro Innovation Private Limited (for brevity the ‘Company’) through its director, 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 bearing 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 27.08.2012 with CIN U72200 DL2012 PTC241094, having its registered office situated at RZ-50, 2nd

Floor, Indira Park, Uttam Nagar, New Delhi West Delhi- 110059, 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 10,000/- equity shares of Rs. 10/- each, as per the Master Data Annexed.

The main objects of the company are:

(a) To design, develop and supply software, software tools, firmware, library, CDs, magazines and deal in import and export thereof and to advise,

assist and render services for software, firmware, repair, maintenance, application programming, system studies I. T. enabled services, data

conversion, networking solutions internet services, call centres, internet telephony and software tools and to operate training centres.

(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.

20262) 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 ended on 31.03.2016 to 31.03.2019,

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:

i. The copies of Audited Financial Statements of the company for the period from F. Y. 2017-18. The Balance Sheet as on 31.03.2018 reflects Assets

in form of Gross Block of Rs. 20,083/-, Current Assets in form of Cash and Cash Equivalents of Rs. 19,19,925/-, Expenses in form of Employee

Benefit Expenses of Rs. 14,99,038/-/- and Revenue from Operations of Rs. 1,09,21,091/-. The Revenue from Operations of Rs. 95,02,515.62 as on

31.03.2017 is also reflected.

ii. The copy of Bank Statements of the Company in HDFC Bank for the period 09.04.2019 to 31.03.2020 showing various transaction details of the

company. The copy of Bank Statements of the Company in ICICI Bank for the period 05.04.2019 to 26.10.2019 showing various transaction details of

the company.

iii. Copies of Income Tax Returns for the Assessment Years 2015-16, 2016-17 and 2018-2019. The tax paid by the company for A.Y. 2016-17 is Rs.

NIL.

iv. Copy of GST Registration Certificate issued on 13.05.2019 has been annexed.

v. Copy of Registration from Regional Office of Employees’ State Insurance Corporation issued on 06.06.2015.

ROC has filed its reply on 11.11.2020 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 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 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 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.