Mid Town Real Estate and Developers Private Limited vs Registrar Of Companies Mumbai

Kuldip Kumar Kareer, Member Judicial

This present Petition has been filed under Section 252 (1) of the Companies Act, 1956 (Act) by Mid Town Real Estate and Developers Private Limited through its Directors Mr. Shoukatali Shaikh and Mr. Irfan Mohammed Asgar Shaikh 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 acquire, hold, buy, sell, lease and to deal in lands, buildings, properties including the rights in lands, buildings and properties as required by the main object of the Company. ”

The Petitioner submits that the company was incorporated on 18.08.2005 under the Companies Act, 1956. The Company has failed to file its Financial Statements and Annual Returns for the period ended March 2013, March 2014, March 2015, March 2016, March 2017, March 2018, March 2019, March 2020, March 2021 and March 2022.

The Petitioner submits that the Respondent had issued STK-7 dated 19.07.2017 whereby it was stated that the Company is not carrying any business or is not in operation for a period of two immediately preceding Financial Years.

The Petitioner submits that the Respondent failed to send the notices required under section 248(1) and also its intentions to strike off the name of the Company. The Respondent did not give any reasonable opportunity to the Petitioner before striking the name of the Company.

The Petitioner Company have been actively carrying on its business operations since incorporation but due to current market conditions the business of the Company got adversely affected.

The Petitioner further mentions that the Company is having various liabilities and have sufficient amount of Cash and Bank Balance. Further, the Company has a development rights in the name of the Company for developing projects and due to strike off of the name of the Company, it is unable to make the payments and use for the constructions of the projects.

The Respondent, Registrar of Companies submitted his Affidavit in reply on 20.09.2022 explaining the following sequence of events leading to the striking of the name of the company:

(a) The Respondent side 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 05.05.2017 and issued notices not only to the Company and the Directors of the company, but also to all stakeholders concerned so as to receive their objections to the said intention of the Registrar to remove the name of the company.

(c) In addition to the publication of the name of the Company on the website of the Ministry, the name was also published in the Official Gazette on 09.05.2017 and 20.07.2017 and in leading English newspaper “Times of India” and a widely circulated regional language in Marathi newspaper “Maharashtra Times” on 10.05.2017.

(d) Respondent further submits that in the absence of any representation against the proposed strike off action, the Registrar struck off the name of the company on 07.07.2017 and the dissolution order was published on the website of the Ministry vide STK-7 on 19.07.2017.

We have heard the arguments of the Counsel appearing for the Petitioners and perused the documents submitted. The Financial Statements of the company for the year ended March 2021 discloses Cash equivalents as Rs. 4,82,354/- and also the Company has development rights.

Hence, it is seen that the name of the Company needs to be restored and the company is well in operation in view of its fixed assets it will be in the interest of the Company, its Shareholders and Creditors that the name of the Company is to be restored.

The Registrar of Companies, the Respondent herein is ordered to restore the original status of the Petitioner Company. The Company is directed to file all the statutory documents. The restoration of the Company is also subject to the payment of cost of Rs. 2,50,000/- to “Bharat Kosh” within 30 days from the date of the certified copy of the 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 the certified copy of the Order.

ORDER

Company Appeal CP No. 63/MB/C-II/2022 filed by Appellant/Petitioner Mid Town Real Estate and Developers Private Limited through its Directors Mr. Shoukatali Shaikh and Irfan Mohammed Asgar Shaikh, seeking restoration of the company’s name in the Register of the Companies maintained by the Registrar of Companies, Mumbai is RESTORED subject to payment of cost of Rs. 2,50,000/- to “Bharat Kosh”.