MUMBAI BENCH COURT-VI

[Under section 252(1) of the Companies Act, 2013]

In the matter of

DELCAM SOFTWARE (INDIA) PRIVATE LIMITED

Registered office: 11 F, 36/3-B, Business Plaza

Mundhwa Road, Koregaon Park Annex

Koregaon Park, Pune Maharashtra – 411 001.

...Appellant / Liquidator

V/s

Registrar of Companies, Pune

PCNTDA Green Building, BLOCK A, 1^st & 2^nd Floor

Near Akurdi Railway Station Akurdi

Pune, Maharashtra – 411 044.

...Respondent/ROC

Pronounced: 06.06.2024

CORAM:

HON’BLE SHRI K. R. SAJI KUMAR, MEMBER (JUDICIAL)

HON’BLE SHRI CHARANJEET SINGH GULATI, MEMBER (TECHNICAL)

Appearance: Hybrid

For the Appellant : Adv. Omkar V. Deosthale i/b CS Satyjeet Joshi

ROC/Respondent : Mr. Mangesh Jadhav RoC, Pune

ORDER

[Per: Shri K. R. SAJI KUMAR, MEMBER (JUDICIAL)]

1. This Appeal is preferred on 19.04.2023 under Section 252(1) of the Companies Act, 2013 (Act) by Mr. Vasudevan Gopu, Liquidator of Delcam Software (India) Private Limited (Appellant Company/Company) against the order of the Registrar of Companies, Pune (RoC), striking off the name of the Company from the Register of Companies (Register), and dissolving the Company.

2. The name of the Appellant Company was struck off from the Register on account of the Company having failed to comply with the statutory obligation of filing its Financial Statements and Annual Returns for more than two years. The RoC initiated proceedings under Section 248 of the Act and finally struck off the Company from the Register of Companies (Register) vide Form No. STK-7 dated 14.02.2022, under Section 248(5) of the Act.

3. CONTENTIONS OF APPELLANT

3.1 The Appellant Company submits that the Company was incorporated on 31.12.2002. The Company was carrying on the business of design, develop, process service, modifying, buying, selling, importing, exporting, undertaking on contract or otherwise software development training, data processing, medical transcription, CAD drawings/designs, CAD electronic date, computer programming, running call centres, interactive software, multimedia software, information technology solutions, consultancy in computer aids and operations, etc. The Company entered into a Business Purchase Agreement (BPA) with Autodesk India Private Limited for the transfer of its business on 01.08.2016, and, accordingly, discontinued its business operations. According to the BPA, assets and liabilities of the Appellant Company as specified therein, outstanding as on 01.08.2016, have been transferred to Autodesk India Private Limited. The Appellant Company has no mala fide intention and has no intention to obtain Dormant Status, as the Company is under liquidation and due to inadvertence, the name of the Company has been struck off by the RoC. The Forms MGT 14 and GNL 2 were approved by the RoC. However, even after approval of these Forms, the status of the Company was not changed to “Under Liquidation” and after two years, the RoC has inadvertently struck off the name of the Company from Register. Pursuant to the above, the Appellant Company had initiated its Voluntary Liquidation Process under Section 59 of Insolvency and Bankruptcy Code, 2016 (IBC) vide the resolution passed by the members of the Company. The Appellant Mr. Vasudevan Gopu, an Insolvency Professional, was appointed as Liquidator of the Company. The Liquidator submitted that the Company’s bank is not in a position to remit the surplus assets left for distribution among the shareholders due to the struck off status of the Company and, furthermore the Liquidator is unable to proceed with the liquidation process.

3.2 It is also submitted that in the event of revival of the Appellant Company and restoration of the name of the Company in the Register, the Liquidator shall take steps for remitting proceeds from the surplus assets to the bank account for distribution among the shareholders as per their entitlement.

3.3 It is also stated that upon the restoration of the name of the Company in the Register maintained by the RoC, the Liquidator shall proceed with