M/s. Dreamz Shapers Technobuild Private Limited vs Registrar Of Companies

Atul Chaturvedi, Member (Technical)

The present Petition has been filed by Appellant Company under Section 252(3) of the Companies Act, 2013 for restoration of name of the struck off company in the register of companies, maintained in the office of the Registrar of Companies, NCT of Delhi and Haryana. It is stated that the company ‘M/s. Dreamz Shapers Technobuild Private Limited.’ was incorporated on 29.07.2010 and the name of the Company was struck off via notice no.- ROC/DELHI/248(5)/STK-7/4865 on 08.08.2018 by the ROC.

It is contended that the reason given by RoC for striking the name of the company is that the Company has not been carrying on any business or operation for two years immediately preceding financial years and has not made any application within such period for obtaining the status of dormant company u/s 455 of Companies Act.

The Appellant Company business is "To purchase, sell, own, develop, improve, let and/or dispose off or let out or give on rent lands for any tenure or interest therein and to develop, erect, construct and furnish industrial, residential, commercial, social, rural and or/urban townships or estate etc. The Authorized Capital is Rs. 1,00,000/- and Paid Up Capital is Rs. 1,00,000/-.

The Appellant Company submits that the name of the Appellant company was struck off due to defaults in statutory compliances namely Financial Statements and Annual returns of two consecutive financial years 2015-2016 and 2016-2017. The Appellant Company states that the company has been active since incorporation and has also been maintaining all the requisite documentation as per the provisions of the Companies Act, 2013.

The Appellant Company submits that the accounts of the company were prepared and audited but due to the following circumstances, relevant E-forms could not be filed;

i. The Lack of co-ordination with the professional engaged.

ii. The Directors being engaged in the implementation of the objects of the Company.

The Appellant Company submits that the Company is regularly conducting its meetings and have all the documents with them for filing and once the Company is restored all documents shall be filed.

The Appellant Company submits that the Company is having Non-Current Investment in properties in its name for an amount of Rs. 1,04,71,642/-. If the name of the Appellant Company is not restored on the Registrar of Companies maintained by the Respondent, the Appellant as well as its shareholders and other stakeholders shall suffer irreparable loss and hardship.

The Appellant Company submits that it has held and convened its Annual General meeting regularly. The Company is a functional Company and not a defunct Company. The Company has plans to expand its operations further. In case the Company is not revived and remains struck off it will be very hard blow to its contributories.

The Appellant Company submits that the company has been filing its Income Tax returns for all the Financial years. The Company concedes that it has not been able to file its Annual Return and Audited Balance sheet, Statement of profit and Loss account with the report of the Auditors’ and Directors’ there on since year ended 2016. It has been asserted by the Appellant Company that the accounts have been duly audited by the Statutory Auditors of the Company. All the necessary documents including balance sheet, Profit and Loss account along with Statutory Auditors Reports for the period of non-compliance as stated above are ready with the Company for submission before the Respondent.

The Appellant Company submits that in the event of revival of the Company and restoration of the name of the Company in the Register maintained by the Respondent, the Appellant Company shall file all outstanding Statutory documents i.e. the financial statement and Annual returns for the financial year from 2015-16, 2016-17, 2017-18 and 2018-2019 along with the filing fees and additional fees as applicable.

Notice was issued to the Registrar of Companies, NCT of New Delhi and Haryana. The Registrar of Companies has submitted a report. It was stated in the report that only after compliance with the requirements to be met under Section 248 of the Companies Act, 2013, the Registrar of Companies has struck off the company's name from the register.

RoC has not objected to this application for restoration of the name of the company.

On perusal of the application, we are satisfied that the name of the company should be restored to the register.

Thus, taking into consideration the provisions of section 252 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 it is just and equitable 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 and company not being a shell company, the company deserves to be restored.

According to Section 252 of the Companies Act of 2013, any member or creditor who feels aggrieved is also qualified to file "Appeal" against the Registrar of Companies' decision before the period of 20 years following the date the decision was published in the Official Gazette. We are of the considered view that applicant is a creditor and in the light of the above findings, this company appeal is maintainable in the eyes of law.

Accordingly, the present petition is allowed on the following terms: -

a. The Registrar of Companies, NCT of Delhi and Haryana the respondent herein is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from ‘struck off’ to ‘Active’.

b. The Petitioner Company is directed to file all pending statutory documents including Annual Accounts and Annual returns along with the prescribed fee and additional fee as decided by Registrar of Companies, NCT of Delhi and Haryana within 45 days from the date on which its name is restored on the register of companies maintained by the Registrar of Companies, NCT of Delhi and Haryana.

c. The restoration of the Company’s name is also subject to the payment of the cost of ₹50,000/- (Rupees Fifty Thousand only) through online payment in www.mca.gov.in under miscellaneous fee by mentioning particulars as “Payment of cost for restoration of the company pursuant to orders of NCLT in Company Appeal No. 56/252/ND/2021.

d. The petitioner is directed to deliver a certified copy of this order with the Registrar of Companies, NCT of Delhi and Haryana within thirty days of the receipt of this order.

e. On such delivery and after due compliance with the above directions, the Registrar of Companies, NCT of Delhi and Haryana is directed to publish the order in the Official Gazette under his office name and seal.

f. This order is confined to the violations, which ultimately led to the impugned action of striking off the name of the Company, and it will not come in the way of the Registrar of Companies, NCT of Delhi and Haryana to take appropriate action(s) in accordance with law, for any other violations/offences, if any, committed by the petitioner company prior to or during the period the name of the Company remained struck off.

The Company Appeal No. 56/252/ND/2021 is Allowed and disposed of accordingly.

The Registry is directed to send e-mail copies of the order forthwith to all the parties inclusive of the Counsel.

Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.