HIGRO Properties Pvt. Ltd. vs Registrar Of Companies

This Appeal has been filed by M/s Higro Properties Private Limited 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 Higro Properties Private Limited was incorporated on 05.02.2004 and has its registered office at 9713, GF, Gaushala Road,

Delhi-110043 having CIN No. U45201 DL2004 PTC124466 within the jurisdiction of this Tribunal. The business of the Appellant company is in the

field of Real Estate development.

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 year ending 31.03.2012, 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. They admit their default in carrying out the statutory compliances but submits that the

same was due to lack of professional guidance, inadvertence & oversight.

The appellant submits that it has been in continuous business operation and has certain assets which necessitiate restoration of its name in the

record of ROC. In order to corroborate this submission the petitioner has placed before us the following evidence:

I. Registered Sale Deed in respect of two properties.

II. Registered Lease Deed dated 19.09.2018 executed by the appellant company pertaining to its immovable property giving rise to rental income.

III. Copy of Audited Balance Sheet reflecting long term borrowings for the Financial years ending 31st March, 2018 and 31st March 2017 as Rs.

25,000/- and Rs. 22,500/- respectively. It has long term borrowing and other current/non current assets and liabilities.

IV. Copy of Bank Statement issued by Axis Bank reflecting credit balance.

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 it is 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 appellant has been able to satisfy this Bench that it has certain assets which necessitate and justify 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.