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Judgment
Mr. Ashish O. Lalpuria, Practicing Company Secretary appeared on behalf of the Petitioner Company.
This Company Petition is filed by Bhatghar Hill Station Development Priavate Limited,CIN:U45200PN2008PTC139651, under section 252 (1) of the Companies Act, 2013 praying for restoration of the name of the Company to the Register of Companies maintained by the Registrar of Companies (RoC), Puneas the company is struck-off on 11.07.2017 by RoC, Pune.
The Petitioner submits that the company was incorporated on 19.03.2008 under the Companies Act, 1956 as a private company limited by shares with the Registrar of Companies, Maharashtra, Pune.
The grievance of the Petitioner Company is that the Respondent/ Registrar of Companies, Maharashtra, Pune struck off the name of the Petitioner Company from the Register of Companies maintained by them by issuing notice in Form STK-1, STK-5 and STK-7 under section 248(4)(1) for removal of the name of the Company from the Register of Companies under section 248(1) of the Companies Act, 2013 and rule 3 of the Companies (Removal of names of Companies from the Register of Companies) Rules, 2016 due to defaults in statutory compliances, namely, failure to file Financial Statements and Annual Returns and failure to do business for two years.
As per master data of MCA, it has filed its Balance Sheet as on 31.03.2012 and Annual Returns on 28.09.2012. The Petitioner submits that the Company has failed to file its Financial Statements and Annual Returns since Financial Year 2013-14, due to inadvertence.
The Petitioner Company has enclosed the Audited Accounts for the Financial Years 2012-13 to 2018-19. The Petitioner Company has enclosed copy of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the FY 2015-16 to 2018- 19.
The Respondent has filed his report and reiterates that the name of the Company was struck off, as the company was not carrying on any business or operation for a period of immediately preceding two years.
Upon perusal of the Profit & Loss Account and the Balance Sheet of the Company, shows that the Company did not do any business throughout its life span and as such does not deserve to be restored. However, since the Company is having land properties in its books of accounts, this Bench has taken a conscious decision of not letting the economic asset to go waste or the company to get into litigation just because of the name of the Company is struck-off by the RoC, Pune. Accordingly, the Bench orders for restoration of the Company for limited purpose of dealing with the land within a reasonable time period of one year by the Company and file for voluntary liquidation of the company as the Representative of the company submits that there is no intention of continuing any business in this Company.
Accordingly, Company Petition Bearing CP-11/MB/2021filed by the Petitioner, Bhatghar Hill Station Development Priavate Limited, under section 252 of the Companies Act, 2013, seeking restoration of the Company's name in the Register of Companies maintained by the Registrar of Companies, Maharashtra, Pune is allowed on the following terms:
(a) The Respondent Registrar of Companies, Maharashtra, Pune, is directed to restore the name of the Petitioner Company, viz., Bhatghar Hill Station Development Priavate Limited, to the Register of Companies subject to payment of a sum of Rs.2,00,000/- (Rupees Two Lakhs Only)as cost to be paid online through Bharat Kosh in favour of "Pay and Accounts Officer, Ministry of Corporate Affairs, Mumbai" within thirty days from the date of receipt of a copy of this Orderand submit proof of payment of cost to RoC along with other required documents for the restoration; and
(b) Upon such restoration, the Petitioner Company shall file all its pending financial statements and Annual Returns with all the applicable fees and late fees with the Respondent Registrar of Companies within thirty days from the date on which the name of the Company is restored to the Register;
failing which, this order will stand vacated automatically.
Upon restoration of the name of the Petitioner Company to the Register of Companies after complying with the terms mentioned above, the Registrar of Companies, Maharashtra, Pune, shall issue appropriate communications to the bank authorities to defreeze the accounts of the Petitioner Company.
The Company may file for voluntary liquidation of the company within one year from the date of restoration of the name of the Company in the Register of Companies with the RoC, Pune.