Akshaj Properties Pvt. Ltd. vs Registrar Of Companies

Ina Malhotra, J

This Appeal has been filed by Akshaj Properties Private Limited CIN: U70109DL1999PTC224076, invoking the provision of section 252 of the

Companies Act, 2013 for restoration of the name of the appellant company in the register maintained by the Registrar of Companies, NCT of Delhi

and Haryana.

As per the averments Akshaj Properties Private Limited was incorporated on 10.03.1999 and has its registered office at 507 A, Rohit House,

Tolstoy Marg, New Delhi- 110001 within the jurisdiction of this Tribunal. The main object of Company is to carry on the business of Infrastructure.

The appellant was originally known as Surya Envirotech Ltd. Consequent to its change of name to Surya Pharmachem, a fresh Certificate of

Incorporation was issued. The name was again changed to Akshaj properties Pvt Ltd.

A sweeping action was initiated by the RoC at the instance of MCA in striking of the names of several Companies who had failed to file their

Statutory Returns. The appellant had failed to file its Annual Returns and Financial Statements after the Financial Year Ending 31.03.2013 thereby

giving rise to the surmise that the business of the company was not in operation. Consequently, its name was struck off by the Respondent from the

Register of Companies under Section 248 of the Companies Act, 2013, upon taking steps in accordance with law and issuing a notification in the

Official Gazette. The names of the affected companies were posted on its website.

The appellant company admits its default in carrying out the statutory compliances but submits that the same was due to lack of professional

guidance, inadvertence & oversight.

The appellant seeks restoration of its name in the Register of Companies on grounds of being possessed with immovable property. The appellant

has annexed the following documents:

I. Copy of the Sale Deed dated 04.01.2011 in respect of property situated in Chandigarh executed in favour of Surya Envirotech Ltd. the former name

of the appellant company for a sale consideration of Rs. 1,54,18,333/-.

II. Copy of the Municipal Tax dated 27.08.2018 to corroborate that the said property is still possessed by the appellant.

The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act, 2013 which includes

that if in the opinion of the Tribunal it is considered just and equitable to restore the name of the company in the Register of Companies, it may direct

the RoC to restore the name in its Register.

The case of the appellant is covered by a catena of judgments where restoration has been duly allowed. As per the law laid down, a chance should

be given to the company, its members and creditors to revive the company, if the court is satisfied that such restoration is necessary in the interest of

justice.

A perusal of the documents referred to in paragraph 5 above, reflects that the appellant is seized of Assets in the form of immovable property

which necessitates restoration of its name in the Register of Companies A step as stringent as what has been taken at least requires an opportunity to

the appellant to take remedial measures. Merely to disallow restoration on grounds of its failure to file annual returns would neither be just nor

equitable. As per several decisions of various Courts it should only be in exceptional circumstances that Courts should refuse restoration where the

company has been struck off for its failure to file annual return as that would be excessive or inappropriate penalty for that oversight.

Accordingly, the petition is allowed subject to payment of costs of Rs. 25,000/- to the Prime Minister Relief Fund. The restoration of the petitioner

company’s name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion

of all formalities, including payment of any late fee or other charges which are leviable by the respondent for the late filing of statutory returns. The

name of the petitioner company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name of the company had not

been struck off.

The direction for freezing the Bank Account(s) of the appellant company, if on this ground, shall consequently be also set aside immediately to

enable the company carry out its business operation. Compliance of this order for restoration shall be made by the respondent with all its consequential

effects within one week of compliance by the appellant.

The petition is disposed of accordingly.

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