Landmark Sez Cityplanner Pvt. Ltd. vs Registrar Of Companies And Anr.

This appeal is filed by the company, M/s Landmark Sez Cityplanner Private Limited (for brevity the ‘Company’), through its Director, Mr.

Sandeep Chhillar under Section 252(1) of the Companies Act, 2013 (for brevity ‘the Act’) against the order of striking off the name of the

company passed by the respondent under section 248 (1) of the Act read with Rule 7 of Companies (Removal of Names of Companies from the

Register of Companies) Rules, 2016 published on 30.06.2017 vide notification no. ROC-DEL/248(5)/STK-7/2879 by Registrar of Companies, the

respondent herein.

The company is incorporated as a Private Limited Company under the provision of Companies Act, 1956 with the Registrar of Companies, NCT of

Delhi and Haryana on 25.08.2008 having CIN U45400DL2008PTC182409.

The company is having registered office at A-11, Chitranjan Park, New Delhi.

Authorized share capital of the Company is Rs.5,00,000/-divided into 50,000 equity shares of Rs.10/- each and issued, subscribed and paid up share

capital of the Company is Rs.1,50,000/- divided into 15,000 equity shares of Rs.10/- each.

The main objects of the company are:

i. To acquire, construct, develop, maintain, sell, convey, lease, sub lease, hire , purchase, license, mortgage, hypothecate, construct, alter, modify or

otherwise deal in any land and/or building in connection with the development and maintenance of colonies including integrated townships comprising

of single and multi-storied residential building, plotting, group housing, offices, retail properties, guest houses, commercial projects such as IT/ITES

parks, industrial parks, special economic zone, institutes, hotels, restaurants multiplexes entertainment properties such as complex, golf course or outer

structure for housing community services such as school, shopping complex, community centers, ratio shops, hospital/dispensary, playground parks and

peripheral service such as police station milk booths, petrol-pumps, top provide integrated services, maintenance and operation services and improve

existing structures and work thereon and for such purpose to prepare estimates, design, plans and specifications

And other main objects.

As per the notice of non- compliance of provisions of the Companies Act, 2013 in respect to filing of annual returns and financial statements since

incorporation, the name of the company was struck off in terms of provision of Section 248(1) of the Companies Act, 2013 read with Rule 7 and Rule

9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

The Appellant has submitted that the company was in operation and the business activities were carried out by the company during the period of

striking off but the reporting of such activities through Annual Returns and Financial Statement had not been filed with Registrar of Companies due to

inadvertence on part of the management.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

i. The copy of Bank Statement of company issued by Karnataka Bank Limited, from 01.01.2014 to 29.09.2017, reflecting various transactions done by

the company during the period of striking off and having closing balance of Rs. 15,406/-

ii. The copies of financial statements of the company for the financial years from 31.03.2015 to 31.03.2017. The Balance Sheet as on 31.03.2017

reflects cash and cash equivalents of Rs. 91,405/-and Loss of Rs. 15,910/-

iii. The copies of Income Tax Returns filed for the assessment years 2015-16 to 2017-18 as NIL returns.

iv. The copy of joint venture agreement, dated 23.04.2012 executed between M/s Bigjo’s Infraestate Limited as owner and the appellant company

as developer for promoting/developing an integrated residential colony in sector 7 & 8, in the revenue estate of village Garhi Kesri and Teha, Tehsil

Gannaur, Sonepat, Haryana.

v. The copy of FIR No.133, dated 28.03.2016 filed against M/s Bigjos Infraestate Limited by the appellant company for committing offense of

cheating and misappropriation of funds and attempting to trespassing and subsequently the interim order passed by Hon’ble High Court of Punjab

& Haryana, dated 25.10.2017 for quashing of the FIR No.133 on the basis of compromise/settlement deed dated 28.09.2017.

vi. The copy of FIR No.465, dated 31.08.2017 filed against M/s Bigjos Infraestate Limited by the appellant company for submitting false and forged

statement, misrepresenting the facts to the government office, obtaining the renewed license to develop the land despite not being the owner thereof

and having sold a part of the land and hence not adhering to the agreement with the appellant company and subsequently the interim order passed by

the Hon’ble High Court of Punjab & Haryana, dated 24.10.2017 for quashing of FIR No. 465 on the basis of compromise.

vii. The copy of compromise and settlement deed, dated 28.09.2017 executed between M/s Bigjo’s Infraestate Limited and the appellant company

for final compromise and settlement of all the disputes and claims between the party, under which the M/s Bigjo’s Infraestate Limited shall pay a

total sum of Rs. 4 crore to the appellant company.

It is further submitted by the Appellants that the failure to file financial statements and annual returns with the Registrar of Companies, NCT of

Delhi and Haryana was due to inadvertence on part of the management and due to lack of professional guidance and as such there was no wilful or

mala-fide motive behind non-filing of the Financial Statements and Annual returns.

The Registrar of Companies has stated that it has no objection if the name of the Company is restored on proving by the Company that it was

carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional

fees.

The Income Tax Department has submitted in its report that there is no outstanding demand against the Assessee and has no objection if the

company is considered for revival.

The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its

original name on the register of the Registrar of Companies namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

The Appellant have submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct

company. Thus, taking into consideration the provisions of Section 252(3) of the Companies Act, 2013 which vests this Tribunal with a discretion

where the Company whose name has been struck off and such Company is able to demonstrate that there is a running business as on the date when

the name was struck off and also keeping in consideration that it is just to do so can restore the name of the Company in the Register and in the

interest of all stakeholders including the Appellant itself who seeks restoration of the name of the Company in the register maintained by Registrar of

Companies, the company deserved to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is set aside. The restoration of

the company’s name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents with proper filing fees

along with additional fees required under law and completion of all formalities, including payment of any late fee or any other charges which are

leviable by the respondent for the late filing of statutory returns, and also subject to payment of cost of Rs. 25,000/- to be paid to Prime Minister’s

Relief Fund. The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar of Companies, as if the

name of the company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

The appeal is disposed of accordingly.

Let the copy of the order be served to the parties.