Gautam Sapra & Anr. (Span Realtors Pvt. Ltd.) vs Registrar Of Companies, Mumbai

This present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (Act) by SPAN REALTORS PRIVATE LIMITED through

its one of the Directors Mr. Gautam Sapra and Ms. Puja Sapra praying for restoring the name of the company in the Register maintained by the

Registrar of Companies, Mumbai (RoC).

The Company was incorporated on 11.10.2004 and is a going concern engaged in the business of job work of machine embroidery. The Appellant

Company has been allotted CIN No. U70100MH2004PTC149067.

The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:

“To carry on the business of purchase, construction, acquisition, development of Real Estate and immovable properties of all

types……â€​

The Petitioner submits that the company was incorporated on 11.10.2004 under the Companies Act, 1956. The Company has failed to file its

Financial Statements and Annual Returns for the Financial Years 2012-13, 2013-14, 2014-15, 2015-16, 2016-17, 2017-18 and 2018-19 for seven years.

The Petitioner submits that however, as required by the provisions of Section 248 of the Companies Act, 2013, neither the Petitioner Company nor

its Directors received any notice at their respective addresses from the Respondent stating its intention to strike off the Company nor were they given

any opportunity of being heard before the action of striking off the name of the Company was undertaken by the Respondent. As a result, the

Petitioner Company was unaware of any such notice and so could not file a reply emphasizing the reason for not striking off its name from the register

of companies maintained by the Respondent.

The Petitioner states that the Company was carrying out its operations adequately till 2012, however, after the said period the petitioners were

suffering from various personal and financial difficulties. Moreover, there arose certain issues with respect to re-appointment of the Auditor of the

Petitioner Company due to there being a dispute with the said Auditor in one of the principal shareholders of the Petitioner Company. Therefore, due

to various difficulties and inadvertence the financial statements could not be filed after 2012. Although, the Petitioner Company has been filing Income

Tax Returns with the Income Tax Department.

The Petitioner Company has also enclosed copies of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the

Assessment Year 2014-15, 2015-16, 2016-17 and 2019-20.

The Petitioner submits that the Company seeks restoration of the name of the Company in the records of the Registrar of Companies, Mumbai on

the grounds as the Company is in operation and has operational assets and liabilities.

The Petitioner submits that the Annual Returns and Financial Statements could not be filed due to inadvertence and was not done on time. The

Petitioner Company submits that the Company is active from its incorporation and is maintaining all the documents as per the provisions of the

Companies Act, 2013.

The Petitioner Company has enclosed the audited accounts for the Financial Years 2013-14, 2014-15, 2015-16, 2016-17, 2017-18 and 2018-19 to

show that it is actively involved in the business and operations.

The Petitioners states that for the Year 2012-13, 2013-14, 2014-15, 2015-16, 2016-17, 2017-18 and 2018-19 financial statements are prepared in

time and duly approved in the respective Annual General Meetings by the Shareholders but the same could not be filed inadvertently and the delay in

filing in unintentional. The Petitioner Company has not made any application within such period for obtaining the status of dormant company under

Section 248(2) of the Companies Act, 2013. The Petitioner Company submits that after Demonetization implemented by the Central Government

across whole of India, no huge amount in case is deposited in Company’s Bank Account.

The Respondent, Registrar of Companies submitted his Affidavit in reply on 14.10.2020 explaining the following sequence of events leading to the

striking of the name of the company:

(a) The Respondent side issued Notice in Form STK-1 to the company and its directors informing the intention of the Registrar to strike off the name

of the Company and requesting them to submit a cause contrary to the said action within thirty days.

(b) Further, as required under rule 7 of the Companies (Removal of Name) Rules, the name of the Company was published on the website maintained

by the Ministry vide STK-5 dated 03.10.2018 and issued notices not only to the Company and the Directors of the company, but also to all

stakeholders concerned so as to receive their objections to the said intention of the Registrar to remove the name of the company.

(c) In addition to the publication of the name of the Company on the website of the Ministry, the name was also published in the Official Gazette on

13.10.2018 and in leading English newspaper “Times of India†and a widely circulated regional language in Marathi newspaper “Maharashtra

Timesâ€​ on 11.10.2018.

(d) Respondent further submits that in the absence of any representation against the proposed strike off action, the Registrar struck off the name of

the company on 04.12.2018 and the dissolution order was published on the website of the Ministry vide STK-7 on 14.12.2018.

Upon perusal of the audited accounts submitted by the Petitioner Company, the Bench is satisfied that the Company has Revenue from operations

is Rs. 7,64,000/-, Fixed assets of Rs. 52,07,691/-, Cash and Cash equivalent is Rs. 15,452/-, Sundry Debtors is Rs. 2,45,654/-, Other Current Assets is

Rs. 1,75,258/- and Long-Term borrowings is Rs. 54,40,124/-, and Profit of Rs.14,206/- for year ended 31.03.2019 and Revenue from operations is Rs.

1,70,440/-, Fixed assets of Rs. 52,07,691/-, Cash and Cash equivalent is Rs. 26,343/-, Sundry Debtors is Rs. 3,42,158/-, Other Current Assets is Rs.

2,58,349/- and Long-Term borrowings is Rs. 55,77,416/-, and Profit of Rs.32,160/- for year ended 31.03.2018. As observed above, the books of the

Petitioner Company reflect that Members intend to continue its business operations of the company. Therefore, in the interest of justice the name of

the company deserves to be restored in the Register of Companies maintained by the Respondent Registrar of Companies.

Given the above facts and circumstances, we are satisfied that the prayer sought by the Petitioner company deserves to be allowed.

ORDER

Company Appeal CP No. 1240/252(1)/MB/C-II/2020 filed by Appellant/Petitioner SPAN REALTORS PRIVATE LIMITED, through its Directors

Mr. Gautam Sapra and Ms. Puja Sapra, seeking restoration of the company’s name in the Register of the Companies maintained by the Registrar

of Companies, Mumbai is allowed with the following terms.

The Respondent is directed to restore the name of the Petitioner company in the Register of Companies subject to payment of a sum of Rs. 50,000/-

(Rupees Fifty Thousand only) as cost payable in the account of “PM-CARES†fund within thirty days from the date of receipt of copy of this

order.

The company shall file all its pending financial statements and Annual Returns with all the applicable fees and late fees with the Respondent within a

period of thirty days from the date of receipt of copy of this order, failing which, this order will stand vacated automatically.