Dream Landscape Hospitality Private Limited Through Its Promoter Shareholder, Mr. Jitendra Pukharaj Rathod vs Registrar Of Companies Pune

Kuldip Kumar Kareer, Member Judicial

The  present  Petition  has  been  filed  under  Section  252(3)  of  the Companies Act, 1956 (hereinafter referred to as “the Act”) by Dream Landscape Hospitality Private Limited through its Promoter Shareholder, Mr. Jitendra Pukharaj Rathod, praying for restoration of the name of the Petitioner Company in the Register maintained by the Registrar of Companies, Pune (hereinafter referred to as “RoC” for brevity).

Brief averments of the Company Appeal are that the Company was incorporated on 23rd December 2013 under the Companies Act, 1956, and having CIN No. U55204PN2013PTC149908. The Authorised Share Capital of the Company is Rs.4,00,000/- (Rupees Four Lakhs Only) divided into 40,000 Equity Shares of Rs.10/- (Rupees Ten each only) and the Issued, Subscribed & Paid- up Capital of the Company is Rs. 1,00,000/-(Rupees One Lakh Only) divided into 10,000 equity shares of Rs. 10/-each. The Appellant Company is engaged in the business of providing Hospitality services and other allied activities.

The Appellant Company (hereinafter referred to as “Company”) failed to file its Statutory Returns since FY 2016-17 until FY 2019-20. As a result of this, the Respondent struck off the name of the Company from the Register of Companies in terms of Section 248 of the Companies Act, 2013 vide Order of Striking-Off in FORM STK 7 dated 31st October 2019 on the basis of the assumption that the Company is not in operation since Annual Returns and Financial Statements had not been filed consecutively for a period of 2 years. A copy of the aforesaid Notice has been annexed to this Application.

The Appellant submits that the Company has followed the process of auditing the books of accounts and kept in place the audited financial statements of the Company which were duly approved by the Directors and Shareholders of the Company by holding Annual General Meetings from time to time. Though the required statements were approved and ready for completing the process of filing Returns with the RoC annually within the time limits as prescribed, the same could not be completed due to oversight of the management and also due to lack of awareness considering non-availability of appropriate staff having due knowledge of the compliance requirements. Thus, it is submitted that the non-filing of the Returns with the RoC is an inadvertent error and not intentional.

It is further submitted that the Company is operational at present and was carrying on business at the time it was struck off from the records by the Respondent. The Company owns immovable property and intends to continue its business in the interest of all stakeholders. The Appellant submits that once the name of the Company is restored, the Appellant undertakes to complete all the pending legal compliances including filing of the Financial Statements and Annual Returns with the Respondent and payment of any additional fees.

The Respondent filed a Reply dated 24th February 2023 to the Petition wherein it is submitted that the Petitioner Company has failed to file Annual Returns for a continuous period of more than two years. On this ground, Notice in Form STK-1 was issued to the Company with a direction to submit any representation against the striking off the name of the Company within a period of 30 days from the date of the Notice. The Respondent further submits that the Company was given sufficient opportunity to comply with the provisions of the Companies Act, 2013 by filing the relevant Returns with the RoC after issuance of Notice in STK1 up to Notice STK 7. On account of failing to file relevant Financial Statements and absence of any representation on their behalf, the name of the Company was struck off from the Register of Companies as the Company seemed to be out of operation.

Heard both parties. Upon perusal of the pleadings and Financial Statements annexed to this Appeal, it is evident that the Petitioner Company has continuously carried out business operations without any interruption. Further, it is seen that the Company holds assets and liabilities, is currently active and was not dormant when its name was struck off from the Register of Companies. Therefore, it seems just and equitable to restore the name of the Petitioner Company in the Statutory Register of Companies maintained by the Respondent.

ORDER

a. Having been satisfied with the reasons mentioned above, this Bench is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies.

b. The Company shall file all the pending Financial Statements and Annual Returns with the Respondent as per the Act and Rules made thereunder besides filing an Affidavit stating that the Company was neither involved in money laundering activities during the demonetization period nor any unlawful activities during the relevant period.

c. Further, the Appellant Company is directed to pay a cost of Rs. 25,000/- per year (FY 2016-17 to FY 2019-20) for having failed to file its Financial Statements & Annual Returns during the said years, amounting to Rs. 1,00,000/- (Rupees One Lakh Only) to “BHARATKOSH” within 30 days from the date of receipt of a copy of this Order and submit the receipt along with the other documents to the Respondent i.e. the RoC.

d. The Respondent is directed to restore the Company in the Register of Companies. The Petitioner is directed to place this Order before the Respondent within 30 days from the date of receipt of this Order.

e. Accordingly, Company Appeal No. 72 of 2022 is hereby allowed and disposed of.