Square Corporate Services Pvt. Ltd. And Anr. vs Registrar Of Companies And Anr.

The appellants M/s Square Corporate Services Pvt. Ltd. (for brevity ""the company"") along with its Director Mr. Dinesh Kumar Takkar DIN

02969437 have filed this appeal under section 252 of the Companies Act, 2013 against the order of the Registrar of Companies (ROC), NCT of Delhi

and Haryana. The order mentioning the name of the Appellant along with many others was duly published in Official Gazette on 30.06.2017. The

name of the company has been struck off from the Register of Companies 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 under the Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, NCT

of Delhi and Haryana on 30th December, 2009 having CIN No. CIN U93000DL2009PTC197425.

The registered office of the company at the time of Incorporation was WT-32, Gall No. 8, Baljeet Nagar, New Delhi-110008, Delhi and thereafter

on 29th January, 2010 was shifted to 4804, Deputy Ganj, Sadar Bazar, Delhi-11 0006. The change of registered office is duly uploaded on the official

website of Ministry of Corporate Affairs and is reflected in the master data of the company.

The authorized share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each and the issued, subscribed and paid

up capital of the company is Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs.10/- each.

The main objects of the company are:

a. To carry on the business of providing consultancy of professional nature which can be given by different professionals and to provide all kind of

financial consultancy and management services including but not limited to compliance, demerger, mergers & Acquisitions, Project financial advisory,

project consultancy, fund raising advisory (domestic & external commercial borrowing, business sales and disposals.

& other main objects.

It is the claimed that none of the Appellants nor any other person has received any notice u/s 248(1) of the Act in the form STK-1 from ROC

before striking off the name of the company, as specified in the impugned order of ROC dated 07.06.2017.

It is further submitted that the accounts of the company were duly prepared and audited but there was no Company Secretary or any other

Professional to tender professional advice for compliance of the statutory requirements, leading to failure in the filing the financial statements for the

financial years 2013-14, 2014-15, 2015-16 and 2016-17 with the ROC in compliance with the provisions of Section 92(4) and Section 1371) of the

Companies Act, 2013.

Without going into controversy of legality of striking off and in order to expedite the restoration of the name of the company on the Roll of the ROC

portal the Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

a. The company has filed the statutory income tax returns till financial year 2016-17 except for the Assessment Year 2015-16. The company has

incurred losses, so has not paid any tax but is in operation, hence claims that it has been operating within the four corners of law and maintaining its

corporate and statutory records.

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.

c. It is further submitted that 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 2013-2014, 2014-2015,

2015-2016 and 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 2016-17 of the company reflects has incurred loss of Rs. 4,264/-, it is further noted that the company has continuous losses

from the year 2013 onwards.

d. The copy of the statement of bank account of the company reflects the balance amount of Rs. 24,300/- on the 25.10.2017.

e. The company has brought forward the letters from Kiloni Enterprises LLP and Shiviji Finance and Investments Pvt. Ltd. they propose to engage

the services of the company for further consultation and continue as the clients of company.

f. The directors of the company have filed the Indemnity Bond and have undertake to indemnify and to do business properly and to pay any cost

imposed on the company, so that the company could be revived and function without any hurdles.

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. Hence objections of ROC are satisfied.

The IT Department has also filed reply and have confirmed the filing of the IT returns upto the year 2016-17 except for 2015-16 by the company

and has stated that no proceedings are pending against the company, thereby not objecting to the revival of the name of company.

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 2013-2014 to 2016-2017 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 appellants though have not submitted sufficient evidences of the company being in operation but considering the other facts and documents

brought on record it is considered to revive the company under the provisions of section 252(3) by using the discretion vested in this tribunal.

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.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is hereby 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 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 disposed of accordingly.

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