Kapil Tyagi vs Registrar Of Companies And Anr.

This Appeal has been preferred by Mr. Kapil Tyagi (hereinafter referred as the 'Appellant'), Ex-Director of M/s Sangam Buildwell Private Limited

(hereinafter refereed as the 'Company') invoking the provision of Section 252 of the Companies Act, 2013 for restoration of the name of the Company

in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana.

As per the averments, M/ s Sangam Buildwell Private Limited was incorporated on 24.02.2006 under the Erstwhile Companies Act, 1956 with CIN

No. U45201DL2006 pTc146809 having its registered office at 515, Tolstoy House, Tolstoy Marg, Connaught Place Delhi-110001, which is within the

jurisdiction of this Tribunal.

That as per the MoA annexed, the Appellant Company is involved in the business of infrastructure development, real estate promotion, and project

management including civil, mechanical, electrical and all other types of commissioning of projects, project trading as well as consultant for execution

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

It is submitted by the Appellant that the RoC Delhi and Haryana had struck off the Appellant Company's name from the Register due to defaults in

statutory compliances, namely failure to file Financial Statements & Annual Returns since 31.03.2016. Consequently, the RoC initiated proceedings

under Section 248 of the Companies Act, 2013 and struck off the name of the Appellant Company from its Register vide STK-7 Notice No. ROC/

DELHI/248(5)/ STK-7/4865 dated 08.08.2018. The name of the Appellant Company was reflected at serial no. 18348 of the list of companies, whose

names were stuck off due to default in Statutory compliances.

The Appellant has submitted that it had purchased the following assets for the purpose of developing them in collaboration with the other companies

engaged in the similar business, which necessitate restoration of the Appellant Company.

I. Copy of the Sale Deed registered on 22.05.2006 depicting Land admeasuring 8 Kanal situated at Village Kansapur, Tehsil Jagadri, Distt. Yamuna

Nagar, Haryana in name of the Appellant Company.

II. Copy of Sale Deed registered on 22.05.2006 depicting land admeasuring 45 Kanal 16 Marle situated at Village Kansapur, Tehsil Jagadri, Distt.

Yamuna Nagar, Haryana in the name of the Appellant Company.

III. Copy of Sale Deed registered on 22.05.2006 depicting Land admeasuring 16 Kanal situated at Village Kansapur, Tehsil Jagadri, Distt. Yamuna

Nagar in the name of the Appellant Company.

iv. Copy of Sale Deed registered on 22.05.2006 depicting land admeasuring 16 Kanal situated at Village Kansapur, Tehsil Jagadri, Distt. Yamuna

Nagar Haryana in the name of the Appellant Company.

V. Copy of Sale Deed registered on 13.09.2006 depicting land admeasuring 7 Kanal 16 Marle situated at Village Kansapur, Tehsil Jagadri Distt.

Yamuna Nagar, Haryana in the name of the Appellant Company.

VI. Copy of Sale Deed registered on 13.09.2006 depicting land admeasuring 8 Kanal situated at Village Kansapur, Tehsil Jagadri, Distt. Yamuna

Nagar in the name of the Appellant Company.

VII. Copy of the Balance Sheets for the Financial Years from 2015-16 and 2016-17.

VIII. Copy of Income Tax Return for the Assessment year 2017-18.

That the RoC has filed its reply, in which it has been stated that the Applicant Company may be directed to prove that it was carrying on business

or was in operation and that it is just that the name of the company be restored to the register. That the Income Tax Department did not file its reply

despite opportunities.

That during the course of arguments, the AROC representing ROC expressed no objection to restoration of the Appellant company.

That the provisions pertaining to restoration of the name of the Company are provided in the Section 252(3) of the Companies Act, 2013, which,

inter alia, includes that if a company is carrying out its business or in operation or otherwise it is just that the name of the company be restored, this

Tribunal can order the RoC to restore the name of the company in the Register of Companies.

That the main assets of the Appellant Company are the lands registered in its name for which it is seeking restoration in the register of RoC to

further business as per its objects. Here, it is worthwhile to refer to the Judgement of Hon'ble High Court of Gauhati in the matter of Fellpact Private

Limited Ors. Vs The Registrar of Companies and Ors. Co. Pet. 24 of 2012 dated 05.06.2017, quoted below:

In the present case in hand, as mentioned hereinbefore, the petitioner No.1 company is the owner of land admeasuring 10 bigha - 4.

kathas-19 lechas at Bongaigain District. Hence, this appears to be a fit case wherein the court may take the judicial notice of the ever

rising market value of land. In this regard, I find support from the case of Rattan Arya V. State of Tamil Nadu, AIR 1986 SC 1444: (1986) 3

SCC 385. The ownership of such a big estate is indicative of the fact that if there is no owner of any land, there is every likelihood of the

said land will waste away by encroachment or otherwise or it will become a den for anti-social activities. Fraudulent sale of land in our

Country is not uncommon, which would be revealed from the perusal of innumerable case reports where land involved in the suit or

proceeding was illegally and fraudulently transferred.

For all these reasons, lam of the considered opinion that this application deserves to be allowed and consequently, the name of the

Petitioner No.1 Company. i.e. Felpact Private Limited is ordered to be restored to its original status, as if the name of the Company had not

been struck off.

In view of the above, we are of the view that it would be just and equitable to order restoration of the name of the Company in the register of RoC

to enable the Appellant Company to carry on business as per its objects.

In view of the above, the Appeal is allowed subject to payment of costs of Rs.50,000 (Fifty Thousand) to the Prime Minister's Relief Fund, the

proof of which will be furnished by the Appellant to the Registry of this Tribunal within 07 days. The Registrar of this Tribunal shall maintain the

information about such deposits in a separate E-register.

The restoration of the Appellant Company's name in the Register will be subject to their filing of 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 respondents for the

late filing of statutory returns. The name of the Appellant Company shall then stand restored in the Register of the Registrar of Companies (RoC), as

if its name 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 to out its business operation. Compliance of this order for restoration shall be made by the Respondent no. 1 with all its

consequential effects within one week of all compliances made by the Appellant.

The Appeal is allowed accordingly. Let the copy of the Order be made available to the parties.