Dhanpat Properties Private Limited vs Registrar Of Companies

Dr. Deepti Mukesh, J

This appeal is filed by the company, Dhanpat Properties Private Limited (for brevity the ‘Company’), through its Director Mr. Deepak

Gusain under Section 252(1) of the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the name of the company

passed by the respondent under section 248 (1) of the Act read with Rule 7 of Companies (Removal of Names of Companies from the Register of

Companies) Rules, 2016 published on 08.08.2018 vide notification no. ROC-DELHI/248(5)/STK-7/4865 by Registrar of Companies, the respondent

herein.

The company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of

Delhi and Haryana on 15.03.2007 having CIN U74999DL2007PTC160546.

The company is having registered office at B-107, Maidan Garhi Extension, Opposite Lavanya Hospital, New Delhi-110068. The Authorized share

capital of the Company is Rs.1,00,000/- and issued, subscribed and paid up share capital of the Company is Rs.1,00,000/-

The main objects of the company are:

i. To engage in real estate promoters, developers and project management association including civil project trading as well as consultant for execution

of projects on turnkey basis for equipment’s of industrial, domestic and other purposes.

ii. And other main objects.

As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements, the

name of the company was struck off in terms of provision of Section 248(1) of the Companies Act, 2013 read with Rule 7 and Rule 9 of the

Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

The Appellant has submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

i. The copy of Bank Statement of the company issued by Vijaya Bank from the period 01.04.2017 to 31.03.2018 reflecting various transactions done

by the company and having closing balance of Rs. 26.70/-

ii. The copies of Financial Statements of the company for the financial year from 31.03.2016 to 31.03.2018 reflecting cash and cash equivalent of Rs

1,26,796/- & Loss of Rs. 11,800/-

iii. The copy of three sale deed all dated 03.01.2007executed all between Sh. Om Prakash as vendor and the appellant company as vendee for with

respect to the sub division of the property situated at village Khangesara.

iv. The copy of sale deed dated 06.02.2007 executed between Shri Fakariya & others as vendor and the appellant company as vendee for the

property situated at Village Dabkori Tehsil Panchkula for the total sale consideration of Rs 89,68,750/-

v. The copy of sale deed dated 06.10.2006 executed between Smt. Kulwant Gupta as vendor and the appellant company as vendee for the property

situated at Tehsil Panchkula for the total sale consideration of Rs 1,69,40,000/-

vi. The copy of sale deed dated 06.02.2007 executed between Shri Sadideen as vendor and the appellant company as vendee for the property situated

at Village Dabkori Tehsil Panchkula for the total sale consideration of Rs. 50,00,000/-

vii. The copies of Income Tax Returns filed for the assessment years 2016-17 to 2018-19 as NIL returns.

viii. The copy of Form 26 AS from the financial year 2015-16 to 2017-18.

The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was

carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional

fees.

The Income Tax Department has not submitted its report but the appellant company has filed its Income Tax Return for the assessment years from

2016-17 to 2018-19, which has been duly annexed.

The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its

original name on the register of the Registrar of Companies namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

The Appellant have submitted sufficient evidence that it has been in operation during the period of striking off and therefore could not be termed

as defunct company. Thus, taking into consideration the provisions of Section 252(3) of the Companies Act, 2013 which vests this Tribunal with a

discretion where the Company whose name has been struck off and such Company is able to demonstrate that there is a running business as on the

date when the name was struck off and also keeping in consideration that it is just to do so can restore the name of the Company in the Register and

in the interest of all stakeholders including the Appellant itself who seeks restoration of the name of the Company in the register maintained by

Registrar of Companies, the company deserved to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is set aside. The restoration of

the company’s name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents with proper filing fees

along with additional fees required under law and completion of all formalities, including payment of any late fee or any other charges which are

leviable by the respondent for the late filing of statutory returns, and also subject to payment of cost of Rs. 25,000/- to be paid to Prime Minister’s

Relief Fund. The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar of Companies, as if the

name of the company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

The appeal is disposed of accordingly.

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