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Judgment
This present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (Act) by TECHPROTEAN SOLUTIONS PRIVATE
LIMITED through its one of the Directors Mr. Muktak Shodhan Joshi and others praying for restoring the name of the company in the Register
maintained by the Registrar of Companies, Mumbai (RoC).
The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:
“To carry on the business of design & development of Customized Software, Shareware export, web presence for businesses, web based
information systems, web portals, web services, client / server applications, telecommunication tools, wireless communication devices, ERP,
CRM, â€
The Petitioner submits that the company was incorporated on 28.09.2005 under the Companies Act, 1956. The Company has failed to file its
Financial Statements and Annual Returns for the Financial Years i.e. 2015-16, 2016-17, 2017-18.
The Petitioner submits that the non-compliance under the Companies Act 2013 is due to the ignorance of the promoters and directors, further
reason being the planning process was getting delayed to commence the Business and hence remained unattended.
The Petitioners states that Mrs. Shruti Muktak Joshi was appointed on Board of Directors of the Company on 21.02.2012. The Company has duly
filed its Financial Statements and Annual Return till Financial Year ending 31.03.2015 and its respective Annual General Meeting held on 30.09.2015
and its respective Annual General Meeting held on 30.09.2015. The RoC filing and compliance thereof is awaited due to removal of name from the
Register.
The Petitioner submits that the Annual Returns and Financial Statements could not be filed due to professional ignorance, the Company had
inadvertently failed to file its Annual Financial Statements and Annual Returns from Financial Years 2015-16, 2016 - 17 and 2017-18. The Petitioner
submits that the Company is carrying on its operations ongoing basis and the petitioner has not made any application for obtaining the status of
dormant Company under section of the Companies Act, 2013.
The Petitioners submits that the Company was incorporated with Authorised share Capital of the Company is Rs. 1,00,000/- (Rupees One Lakh
Only) divided into 10,000 number of equity shares of Rs. 10/- (Rupees Ten each) and the Issued, Subscribed & Paid-Up share capital of the Company
is Rs. 1,00,000/- (Rupees One Lakh Only Only) divided into 10,000 number of equity shares of Rs. 10/- (Rupees Ten each) equally held by Mr.
Muktak Shodhan Joshi and Mrs. Swati Shodhan Joshi.
The Petitioner Company has also enclosed copies of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the
Assessment Years 2016-17, 2017-2018 and 2018-19.
Several notices were issued to the Respondent, it is observed that respondent did not appear on multiple occasions/hearing except once dated
18.11.2020 and it is also noted that RoC report has not filed by Respondent. Thereafter, the matter listed for final hearing on 23.11.2020, when the
matter was called out respondent did not appear and therefore, the matter was heard on merits.
As per section 252 (1) of The Companies Act, 2013, an opportunity was provided to RoC to submit his report, however the RoC failed to file the
same. We are therefore of considered view that in the interest of Justice and Equity, to help Employees, Members, Shareholders, Creditors and Other
stakeholders and also to improve ease of doing business, the name of Petitioner Company be restored.
Upon perusal of the audited accounts submitted by the Petitioner Company, the Bench is satisfied that the Company is in operation. The Company
has Fixed Assets of Rs.3,14,396/-, Non-Current Investments Rs. 12,81,972/-, Cash and Bank Balances Rs.4,14,729/- and Reserves and Surplus Rs.
4,79,327/-, Short Term borrowings of Rs.16,84,580/- and Revenue as other Income of Rs.5,17,034/-, and Profit of Rs.2,79,915/-for year ended
31.03.2018 and the Company has Fixed Assets of Rs.4,15,276/-, Non-Current Investments Rs. 12,81,972/-, Cash and Bank Balances Rs.4,16,085/-
and Reserves and Surplus Rs. 1,99,412/-, Short Term borrowings of Rs.20,60,112/- and Revenue as other Income of Rs.5,06,975/-, and Profit of
Rs.2,38,180/-for year ended 31.03.2017.
As observed above, the books of the Petitioner Company reflect that the Company is in operation and its Members intend to continue its business.
Therefore, in the interest of justice the name of the company deserves to be restored in the Register of Companies maintained by the Respondent
Registrar of Companies.
Given the above facts and circumstances, we are satisfied that the prayer sought by the Petitioner company deserves to be allowed.
ORDER
Company Appeal CP No. 1165/252 (1)/MB/C-II/2019 filed by TECHPROTEAN SOLUTIONS PRIVATE LIMITED through its Director MR.
MUKTAK SHODHAN JOSHI, seeking restoration of the company’s name in the Register of the Companies maintained by the Registrar of
Companies, Mumbai is allowed with the following terms. The Respondent is directed to restore the name of the Petitioner company in the Register of
Companies subject to payment of a sum of Rs. 30,000/- (Rupees thirty thousand only) as cost payable in the account of “Prime Minister’s
Cares Fund†within thirty days from the date of receipt of copy of this order.
The company shall file all its pending financial statements and Annual Returns with all the applicable fees and late fees with the Respondent within a
period of thirty days from the date of receipt of copy of this order, failing which, this order will stand vacated automatically.