Southern Infosys Limited vs ...........
2014 Latest Caselaw 4414 Del

$~23
*    IN THE HIGH COURT OF DELHI AT NEW DELHI
+    CO.PET. 295/2014
     SOUTHERN INFOSYS LIMITED            ..... Petitioner
                      Through Mr. Ashish Midha, Adv.

                        versus

     THE REGISTRAR OF COMPANIES ..... Respondent
                  Through  Mr. P. K. Malik, Deputy Registrar of
                           Companies.

     CORAM:
     HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                  ORDER

     %            12.09.2014

     SANJEEV SACHDEVA J (ORAL)

1. The present petition has been filed under Section 560(6) of the Companies Act, 1956 seeking restoration of the name of the company in the Register of Companies.

2. The petitioners have contended that the company was incorporated by a certificate of incorporation on 04.07.1994 and in the year 1998 company changed its main object by incorporating a new object clause in its Memorandum of Association. It is submitted that the new business of the company could not take off well and diversification in the unrelated areas proved rather struggling for the management.

3. It is submitted that the statutory compliance in general with regard to the Registrar of Companies were regular till the year 2004-05. Since there were reduced operations and re-organisation there were some lapses in the statutory compliances. Statutory auditors were also changed.

a. It is submitted that the management could not follow up with the new Statutory Auditor for the purpose of the statutory compliances.

4. The company was declared defunct vide Gazette Notification for the week 27.09.2008 to 03.10.2008. It is submitted that petitioner was not aware of the striking off the name and continued its business and was in operation.

5. The Petitioners has sought for restoration of the name of the Company in the register of companies. The consents of shareholders holding 27,83,370 equity shares of the total company's shares for revival of company's name has been given.

6. It is undertaken that the statutory compliances shall be now made and the requisite accounts and the statutory reports shall be duly filed with the Registrar of Companies.

7. Notice was issued in this petition. The Registrar of Companies has filed its reply to the petition dated 27.08.2014. In reply, the Registrar of Companies has stated that since the annual return the shareholding as disclosed in 05.12.1998 appears to have undergone change and since the company is a listed company, filing of the record of shareholding is necessary in public interest.

8. It is further submitted that Registrar of Companies have no objection to the restoration of the name of the company subject to the complete list of share holders being filed with the Registrar of Companies alongwith documentary proof and also subject to the filing of the statutory documents i.e. annual return for the years ending 30.09.1999 to 30.09.2013 and balance sheet as of 31.03.1999 to 31.03.2013 with the prescribed as well as additional fee on the date of filing.

9. Learned counsel for the petitioner undertakes on behalf of the petitioner to file the complete list of shareholders alongwith the documentary proofs of shareholders of the company. Learned counsel submits that certain statutory documents i.e. annual returns and balance sheets for the above period as prayed for by the respondent have already been filed.

10. In view of the above, the petition is allowed subject to the payment of cost of Rs.50,000/- as volunteered by counsel for the petitioner on instructions from the director of the petitioner. The name of the petitioner company is directed to be restored by the Registrar of Companies subject to the company filing all statutory documents and returns for outstanding period alongwith the prescribed fee in accordance with law.

11. Accordingly, on the payment of Rs.50,000/- within the period of two weeks from today, the name of the petitioner company shall be restored. On receipt of the cost, the Registrar of Companies shall change the status of the company as active.

12. The petitioner shall file the complete list of shareholders alongwith the documentary proof and also the statutory documents i.e. annual returns for the years ending 30.09.1999 to 30.09.2013 and the balance sheets as on 31.03.1999 to 31.03.2013 except for the ones already filed within two months.

13. The petition is accordingly allowed.

SANJEEV SACHDEVA, J SEPTEMBER 12, 2014 ms