In The Matter Of Sreeghan Hotels And Resorts Llp vs Registrar Of Companies

This is an appeal under sections 67 & 75 of the Limited Liability Partnership Act, 2008 (herein called the LLP Act) read with Section 465(1) of the

Companies Act, 2013 (the Companies Act) and Rule 87A of NCLT Rules, 2016 by the Designated Partners of the LLP namely M/s Sreeghan Hotels

& Resorts LLP seeking a direction to the Registrar of Companies, Andhra Pradesh, Vijayawada (the RoC) to restore the name of the Firm in the

Register of LLPs for the State of Andhra Pradesh.

The Company/Firm was incorporated on 05.12.2014 in the State of Andhra Pradesh under the provisions of the LLP Act vide AAD-0213 having its

registered office at Ashoka Gardens, Gunadala, Vijayawada, in the State of Andhra Pradesh with a total obligation of contribution of the LLP is Rs.

1,91,57,018/- (Rupees One Crore Ninety One Lakhs Fifty Seven Thousand Eighteen) only.

The Appellants defaulted in filling the statement of accounts and solvency and annual returns and statements from 2015-16 onwards with the RoC.

The Respondent had, therefore, initiated action and issued a Public Notice No. ROC/AP&TG/LLP/S- 75/Public/l, dated 03.07.2018 under Section 75

of the LLP Act read with Rule 37(2) of the LLP Rules 2009 for striking off the names of the Firm from the Register of LLPs and consequently the

name of the Firm was struck off from the Register of LLPs vide Public Notice No. RoC/AP&TG/LLP/Sec.75/Strike off/Rules 37(3)/ 503/ 2018 dated

08.08.2018. The non-filing of returns was neither deliberate nor wilful. It was purely inadvertent without any malafides and for reasons beyond the

control of the LLP. Therefore the present Appeal is filed for restoration.

The Appellants have undertaken to ensure filing of all pending documents/statutory returns in respect of the LLP along with fee and additional fee

as prescribed, once the name of the Finn is restored in the Register of LLPs. It is contended by the Appellants that failure to respond to the notice

was an inadvertent mistake and was neither intentional nor deliberate. The Appellants further undertake to ensure the statutory compliance of the

applicable provisions in time and prayed for an order directing the RoC, Vijayawada, Andhra Pradesh to restore the name of the Firm in the Register

of LLPs, so as to enable it to file the relevant documents.

It is stated that a lease agreement has been executed for the premises in Survey No. 448/1C, KGO Colony, Park Road, Vijayawada Urban Mandal

between the Firm represented by the Appellants on 22.07.2017 and they have renovated the premises to establish and operate the Hotel and

Restaurant. The LLP have never been inoperative and continuously been investing in the establishment operations. The sudden strike-off not only

destroyed the promising prospects of the Firm but also put into vain the hardships of the previous years. It has obtained overdraft of rupees Three

Crores from the SBI, SME Branch, Patamata, Vijayawada.

The Appellant have submitted copies of Annual reports as on 2015-16, 2016-17, 2017-18 and 2018-19 together with the copies of Bank statement

maintained vide Account No. 34947667817 and 35394587282 by the Firm at SBI SME Branch Patamata, Vijayawada. The Appellants have also filed

copies of the Income Tax returns for the Assessment Years 2015-16, 2016-17, 2017-18, and 2018-19.

The Appellants have submitted Affidavits stating that no transactions, other than in the normal course of business, has taken place in the form of

deposit of cash into the LLP's current account Nos 34947667817 and 35394587282 maintained with the State Bank of India, SME Branch, Patamata,

Vijayawada by the LLP or anyone else in its favour during the demonetisation period i.e. from 9th November, 2016 to 31st December, 2016.

The Respondent herein, has filed a report wherein the details of the designated partners, date of incorporation, address of the registered office and its

main objects as per Memorandum of LLP Agreement / Lease Agreement are mentioned. While submitting the above facts it has stated that the

appeal may be considered and appellant may be directed to file all pending Financial Statements and Annual Returns with imposition of costs.

I have heard the Learned Counsel for the Appellants and perused the records. The materials available on record indicate that the failure to furnish the

statutory returns with the RoC was not intentional. Apparently the Firm (LLP) has been carrying on its operations as the financial statements would

indicate. Unless its name is restored it will prejudicially affect its prospects and adversely influence the Designated Partners in their future

endeavours. The Appellants are keen to carry on and perform the objects of the Company (LLP) in right earnest. There has been substantial

investments in the project. Unless the name of the Firm is restored in the Register of LLPs maintained by the RoC, it would suffer financially and may

go out of business. The Designated Partners of the Firm would also face disqualification. I am satisfied that the name of the Firm (LLP) should be

restored in the Register of LLPs. Hence ordered.

ORDER

The Appeal be and the same is allowed without contest. The impugned order dated 08.08.2018 against the Firm (LLP) is set aside. The name of the

LLP be restored in the Register of LLPs, Andhra Pradesh, subject to the following.

i. The Appellants shall within two months hence file all the pending Financial Statements and Statutory returns with the RoC, Andhra Pradesh as

required under the LLP Act and Rules made thereunder.

ii. The Appellants shall deliver a certified copy of the order to the RoC, Andhra Pradesh within 30 days and pay a sum of Rs. 25,000/-/- (Rupees

Twenty Five Thousand only) towards cost to the RoC, Andhra Pradesh, Vijayawada, to defray the expenses incurred.

iii. Upon compliance and on receipt of the Order, the RoC, Andhra Pradesh shall in his official name and stamp publish the order in the Official

Gazette and restore the name of the Firm (LLP), in the Register of LLPs forthwith.

iv. The status of the Designated Partners shall be restored to same position as nearly as may be as if the name of the LLP had not been struck off

from the Register of LLPs.

v. The Order however shall not fetter the authority of the RoC, Andhra Pradesh to take appropriate action against the Firm for any other violation

either prior to 08.08.2018 or in the interregnum.

vi. Needless to say failure to comply with any of the above conditions would nullify the effect of this order.