Lakdawala Realty Private Limited vs Registrar Of Companies

Shyam Babu Gautam, Member Technical

This present Petition has been filed under Section 252 (3) of the Companies Act, 2013 (Act) by Lakdawala Realty Private Limited, through its Shareholder Usman Gani Ismail Koradia, praying for restoring the name of the company in the Register maintained by the Registrar of Companies, Mumbai (RoC). The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:

“To carry on the business of infrastructure Developers, Builders, Construction, Contractors, sell, execute, develop, maintain, operate, run, obtain, grant, lease, etc.…”.

The Appellant submits that the company was incorporated on 08.05.2012 under the Companies Act, 1956. The paid up capital of the Company as on 31.03.2022 comprises of 10,000 Equity Shares of Rs.10 each.

The Appellant submits that the Registrar of Companies, Mumbai struck off the name of the Company from the Register of Companies due to non-filing of annual forms for the Financial Years from March, 2014 without any malafide intention.

The Appellant submits that the company is carrying on business with the object for which it was incorporated. However, there was a slowdown in the business of the company and the directors of the company were in the process of taking steps to improve its business activities by executing purchase deed for buying property to construct and deliver homes to home buyers.

The Appellant Company further states that the Company is carrying on its business and is not a defunct Company under Section 248 of the Companies Act, 2013. Further without restoring the name of the Company in the Register, the Company is losing its legal status to run or deal the day to day activities. The said delay in filing the Balance Sheet and Annual Returns was unintentional.

The non-filing of the Annual Forms was accidental and due to inadvertence and that the Company had no mala fide or fraudulent intention in not filing the Annual Forms within the prescribed period.

Hence the Appellant prays to revive the name of the Company.

The Respondent, Registrar of Companies, Mumbai submitted its Affidavit in reply dated 21.02.2023 explaining the following sequence of events leading to the striking of the name of the company:

(a) The Respondent 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 in leading English newspaper (Times of India) and a vernacular language newspaper (Maharashtra Times-Marathi) on 11.10.2018 seeking objections against the proposed striking off of the name of company from the records of Registrar of Companies.

(c) As there was absence of any representation against the proposed strike off, 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 and was published on the website maintained by the Ministry and published in Official Gazette on 22.12.2018. Further, the Respondent has no mala fide intention to remove the name of the Company from the register of ROC, Mumbai.

The Appellant Company was in non-compliance of the provisions of the Companies Act, 2013 which made them liable for action u/s 248 of the Companies Act, 2013.

Upon perusal of the documents on record it is seen that the Company is a functional company and intends to continue the business and is also in the interest of growing economy of the nation.

As observed above, the Appellant Company reflect that Directors 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, Mumbai.

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

ORDER

Company Appeal CP No. 05/252(3)/MB/C-II/2023 filed by Appellant, Lakdawala Realty Private Limited through its Shareholder Mr. Usman Gani Ismail Koradia 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 Appellant Company in the Register of Companies subject to payment of a sum of 2,25,000/- as cost payable to “Bharat Kosh” 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.