Delhi High Court
M/S Mindtrac.Com India Private ... vs Registrar Of Companies on 28 February, 2011
Author: Manmohan
35
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 437/2010 & CA 2111/2010
M/S MINDTRAC.COM INDIA PRIVATE LTD ..... Petitioner
Through: Mr. Ashish Middha, Advocate
versus
REGISTRAR OF COMPANIES ..... Respondent
Through: Mr. K.S. Pradhan, DY.ROC
% Date of Decision: 28th February,2011
CORAM:
HON'BLE MR. JUSTICE MANMOHAN
1. Whether the Reporters of local papers may be allowed to see the judgment? Yes.
2. To be referred to the Reporter or not? Yes.
3. Whether the judgment should be reported in the Digest? Yes.
JUDGMENT
MANMOHAN, J (ORAL)
1. The present petition has been filed under Section 560 (6) of the
Companies Act, 1956 (for short 'Act') read with Rule 9 of the Company
(Court) Rules, 1959 for restoration of petitioner-company. It is stated that
the annual returns and other statutory documents could not be filed by
petitioner-company as it was totally dependent upon one of its employees,
namely, Mr. S.S. Raju who was negligent in his job.
2. On a perusal of the reply-affidavit filed by the Registrar of
Companies, it is apparent that there has been default in filing the statutory
documents, that means, annual returns for a period of ten years, that means,
from 2001 to 2010.
3. However, Mr. K.S. Pradhan, Deputy Registrar of Companies states
that respondent has no objection for restoration of the name of petitioner-
company provided the fees and penalties as stipulated for breach of
Sections 159 and 220 of the Act are paid. He further states that though in
the latest balance sheet filed along with the petition, the petitioner-company
has shown its paid up capital as Rs. Five lacs, but in the records maintained
by the Registrar of Companies the paid up capital is being reflected as Rs.
20,000/-
4. In rejoinder, Mr. Middha states that though the paid up capital has
been increased from Rs. 20,000/- to Rs. Five lacs but the same is not being
reflected in the records maintained by the Registrar of Companies as in the
meantime the petitioner-company had been struck off the record under
Section 560.
5. Having heard Mr. Ashish Middha, learned counsel for petitioner-
company and Mr. K.S. Pradhan, Deputy ROC, I find that the justification
advanced by the petitioner-company for non-filing of statutory documents is
misconceived on facts and untenable in law.
6. A company is a socio-economic entity in which the public must have
confidence. It must not only be transparent but also be accountable to the
public at large. It is unimaginable that the company and/or its Directors did
not file a balance sheet for a period of more than ten years. The excuse that
the petitioner-company was totally dependent upon one of its employees
'cuts no ice' with this Court. I am also of the view that it is a statutory
responsibility of the Company and its Directors/officials to file annual
returns and balance sheets in accordance with the mandate of Companies
Act. Sections 162 and 611 of the Companies Act deal with penalties and
fees payable on defaults. They are reproduced hereinbelow:-
"162. Penalty and interpretation.-(1) If a company fails to comply
with any of the provisions contained in sections 159, 160 or 161, the
company, and every officer of the company who is in default, shall
be punishable with fine which may, extend to [five hundred rupees]
for every day during which the default continues.
(2) For the purposes of this section and sections 159, 160 and 161,
the expressions "officer" and "director" shall include any person in
accordance with whose directions or instructions the Board of
directors of the company is accustomed to act.
611. Fees in Schedule X to be paid.- [(1)] In respect of the several
matters mentioned in Schedule X, there shall, subject to the
limitations imposed by that Schedule, be paid to the Registrar the
several fees therein specified:
Provided that no fees shall be charged in respect of the registration
in pursuance of Part IX of a company, if it is not registered as a
limited company, or if, before its registration as a limited company,
the liability of the shareholders was limited by some other Act of
Parliament or any other Indian law or by an Act of Parliament of the
United Kingdom, Royal Charter or Letters Patent in force in India:
[Provided further that in the case of resolutions to which section 192
applies, not more than one fee shall be required for the filing of
more resolutions than one passed in the same meeting if such
resolutions are filed with the Registrar at the same time.]
[(2) Any document required or authorised by this Act to be filed or
registered, or any fact required or authorised by this Act to be
registered, with the Registrar on payment of the fee specified
therefor in Schedule X, may, without prejudice to any other liability,
be filed or registered after the time, if any, specified in this Act for
its filing or registration on payment of such additional fee not
exceeding ten times the amount of the fee so specified as the
Registrar may determine.]"
7. However, keeping in view the fact that the petitioner-company has all
throughout been functioning, I am inclined to allow the present petition
provided the petitioner-company pays costs of Rupees one lakh to the
respondent within a period of four weeks from today.
8. After the said cost has been paid by the petitioner-company, the name
of the petitioner-company shall stand restored and its status would be
changed from inactive to active company. Thereafter within a period of
three months, the petitioner-company would file its statutory documents like
annual returns and balance sheets for the outstanding period along with the
prescribed fees under Section 611 of the Act.
9. With the aforesaid observations, the present petition and pending
application stand disposed of.
MANMOHAN,J
FEBRUARY 28, 2011
NG
