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Judgment
Abni Ranjan Kumar Sinha, Member (Judicial)
This Appeal has been filed by M/s. Millenium Realtech Private Limited invoking the provision of the companies act, 2013 to quash/set aside the Notice No. RoC - DEL/248(1)/STK- 5/2019/3789 dated 09.08.2019 with respect to the Appellant Company, wherein the name of the Company is being reflected at serial No. 5147 as well as Notice Form No. STK-7 dated 18.11.2019 and restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies, NCT of Delhi 86 Haryana.
As per the averments, M/s. Millennium Realtech Private Limited was incorporated on 31.01.2006, as a private limited company and has its registered office at 592-A, First Floor, Bijwasan, New Delhi-110061 having CIN No. U45201DL2006PTC145633. The business of the appellant company is to engage in Real Estate Promoters, Developers 8s Project Management Association including civil, mechanical, electrical, and all types of erection, commissioning projects, project trading as well as consultant for execution of projects on turnkey basis for equipments of industrial, domestic and other purposes.
A sweeping action was initiated by the ROC at the instance of MCA in striking off the names of several Companies, who had failed to file their Statutory Returns. The Appellant had failed to file its financial statements and Annual Returns pertain to the financial year that ended on 31.03.2016, thereby giving rise to the surmise that the business of the company was not in operation for a period of two years immediately preceding Financial Years and have not made any application within such period for obtaining the status of dormant company under section 455. Consequently, its name was struck off by the Respondent from the Register of Companies under Section 248 of the Companies Act, 2013 vide notification dated 18.11.2019. They admit their default in carrying out the statutory compliances but submit that due to the inter-se litigation among the Board of Directors of the Company and deadlock in the management, no Board meeting could be held to approve the financial statements and annual return since the financial year ended 31.03.2017.
The Appellant is ready to submit its Financial Statements and Annual Returns before the respondent.
The Appellant submits that the Appellant Company has been in continuous business operation since the time of its incorporation, has been maintaining a current account with State Bank of India and United Bank of India, in the name of the Company "Millennium Realtech Private Limited" bearing account number 31991212881 and 0808050014766 respectively to carry on day to day business transactions, and has certain assets, which necessitate restoration of its name in the record of ROC. In order to corroborate this submission the appellant has placed before us the following documents:
i. Copy of Audited Balance Sheet for the period ended on 31.03.2019.
ii. Copy of Income Tax Return for the year 2016-17 and 2020-2021. iii. Copy of Proposed Income tax Return for AY 2018-2019 and AY 2019-2020.
iv. Copy of Audited Balance Sheet reflecting NIL Revenue from Operations for the Financial Years ending 31st March, 2019. It has current and non-current assets and liabilities including Trade Receivables, Short Term Loans and Advances and Cash and Cash Equivalents.
v. Copy of Bank Statements of Current Account having with State Bank of India, Masjid Moth in the name of Appellant Company for the financial year 2016-17, 2017-18 and 2018-19.
vi. Copy of Sale Deeds dated 07.06.2007 entered into between the Company and Sh. Vidur Bhaskar.
vii. Copy of the order dated 368(ND)/2017.
viii. Copy of Arbitration Award dated 20.11.2020 between the Appellant Company and M/s Opaque Infrastructure Pvt. Ltd.
The ROC by filing reply submitted that the Appellant had filed the financial statement for the financial year 2018-19 only and as per the statement the revenue from operation is zero. The relevant portion of the report of the ROC is reproduced below: -
We further notice that the income tax department has also submitted the report and relevant page is reproduced below: ( reply of income tax at page -2)
On perusal of the reports referred to supra, we notice that as per the report of ROC, there was no revenue from operation for the financial year 2018-2019 and except this appellant has not filed any financial statements / documents to show that the appellant company was carrying on business or operation for a period of two immediately" "preceding flnaneial years. Though the appellant has filed the income tax return but so far income is concerned for the assessment year 2007-08 to 2014- 15, the income was shown as nil and for the subsequent assessment year till 2021, the statement shows that the company was showing minus income.
Therefore, considering these facts, in our considered view that appellant company failed to bring anything on record whlCh could indicate that the appellant company was either in operation or was doing any significant business at the time, when its name was struck off from the Register of the Companies by RoC.
Therefore, at this juncture, we would like to refer to the decision of the Hon’b1e NCLAT in Company Appeal {AT) No. 20 of 2019 in the matter of Alliance Commodities Private Limited Vs. Office of Registrar of Companies - West Bengal, and this decision is also confirmed by Hon’b1e Supreme Court. The relevant paragraph of the said judgement is reproduced below: -
In view of the above, we are of the considered view that the present appeal is not maintainable and we are not inclined to interfere with the strike off action taken by the RoC against the appellant company."
Accordingly, the appeal is dismissed.