M/s. GGC Construction Company Pvt. Ltd. And Ors. vs Registrar Of Companies And Anr.

Sumita Purkayastha, Member(T)

This Appeal has been filed by Directors of the Company named ""GGC Construction Company Private Limited"" having its registered office at D-4,

Panchsheel Enclave, New Delhi 110017 hereinafter referred to as ""the Company"" invoking the provisions of Section 252 (3) of the Companies Act,

2013 (the Act) for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi &

Haryana.

As per the averments, M/s. GGC Construction Company Private Limited was incorporated on 13.08.2004 as a private limited company and has its

registered office at D-4, Panchsheel Enclave, New Delhi 110017 having CIN No. U45201DL2004PTC128330. The business of the appellant

company is to promote, buy, sell or acquire in India or abroad whether on own account or in association with others or for and on behalf of others by

purchase, lease, exchange, hire or construct, re construction, alter, maintain, pulldown, improve, decorate, renovate, develop or otherwise any land (s),

buildings pasture(s) on waste land, roads, farm houses, buildings and to construct apartments, warehouses, cold storage's buildings, shops, offices, mills

and factory's buildings, cinema's houses, industrial sheds, hospitals and nursing home's buildings, dams, canals, reservoirs, bridges, hydel projects,

power houses, tunnels, culverts, channels, sewage, hereditaments and such other immovable property of any kind or any privilege, licence, easement

or any interest in the same and to construct, consolidate, connect, sub-divide and develop the same.

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 in e-form A0C-4 for the Financial Year 2014-2015, 2015-16, 2016-17 and

2017-18 in e-form with the ROC s thereby giving rise to the surmise that the business of the company was not in operation. Consequently, its name

was struck off by the Respondent from the Register of Companies under Section 248 of the Companies Act, 2013 by issuing notice dated 18.06.2018

and subsequently vide notification dated 08.08.2018 struck off the name of the Company from register of the ROC. They admit their default in

carrying out the statutory compliances but submits that the same was due to lack of professional guidance, inadvertence & oversight.

The appellant submitted its audited financial statements for FY ended 31.03.2017 and 31.03.2018 have been placed on before the respondent.

The Appellant submits that the Appellant Company has been in continuous business operation, has been regular in preparing its Annual Return and

balance sheets and filing income tax returns with the competent authorities and has certain assets which necessitate restoration of its name in the

record of ROC. In order to corroborate this submission the petitioner has placed before us the following evidence:

i) Copy of Auditor's Report along with Audited balance sheets for the period ending 31.03.2018.

ii) Income-tax Returns for FY ended 31.3.2017, 31 and 03.2018 have been filed with the Income-tax authorities and Office of Asstt. Commissioner of

Income-tax , Circle 10(1), New Delhi vide their letter dated 06.08.2020 have conveyed their No Objection to the restoration of the company in the

Register of RoC.

iii) Copy of Bank Statements issued by Kotak Mahindra Bank for the period 01.04.2017 to 27.02.2020 showing credit balance of Rs. 10,53.282/-.

iv) Audited Financial statements reflecting revenue from operations to the tune of Rs.1,33,59,678/- during FY ending 31.03.2019

v) Copy of Sale Deed of Rs.82 lakhs in respect of residential property No.D-84, Panchsheel Enclave, New Delhi 110017 measuring 216 sq. Yards.

The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act, 2013 which includes

that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its

Register.

The appellant has been able to satisfy this Bench that it has certain assets which necessitate and justify restoration of its name in the Register of

Companies. A step as stringent as what has been taken atleast requires an opportunity to the appellant to take remedial measures. Merely to disallow

restoration on grounds of its failure to file annual returns would neither be just nor equitable. As per several decisions of various Courts it should only

be in exceptional circumstances that Courts should refuse restoration where the company has been struck off for its failure to file annual return as that

would be excessive or inappropriate penalty for that oversight.

Accordingly, the petition is allowed subject to payment of costs of Rs. 25,000/- to the Prime Minister Relief Fund. The restoration of the Appellant

Company's name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of

all formalities, including payment of any late fee or other charges which are leviable by the respondent for the late filing of statutory returns. The name

of the petitioner company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name of the company had not been

struck off.

The direction for freezing the Bank Account(s) of the Appellant company, if on this ground, shall consequently be also set aside immediately to

enable the company carry out its business operation. Compliance of this order for restoration shall be made by the respondent with all its consequential

effects within one week of compliance by the appellant.

The petition is disposed of accordingly.

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