M/s. LM Landmark Private Limited And Ors. vs Registrar Of Companies

This Appeal has been preferred by M/s LM Landmark Private Limited (the 'Appellant company'), through its Ex-Directors Mr. Inder Singh and Ms. Durga Rani invoking the provisions of Section 252(1) & (3) of the Companies Act, 2013 for restoration of the name of the Company in the register maintained by the Registrar of Companies (the RoC'), NCT of Delhi and Haryana.

As per the averments, M/s LM Landmark Private Limited was incorporated on 04.05.2011 with CIN No. U70200DL2011 P1C218594, having its registered office at D-7, Dhruv Apartments Sector-1, Rohini, NewDelhi-110085, which is within the jurisdiction of this Tribunal.

That as per the MoA annexed, the Appellant Company was incorporated with the following object :

"To purchase any land, plot(s) of land or immovable property or any right or interest therein either singly or jointly or in Partnership with any person(s) or Both corporate or partnership Firm and to develop and construct thereon industrial, residential, commercial complex or complex(es) either singly or jointly or in partnership as aforesaid, hospitals, schools and other amenities, comprising offices for sale or self-use or for earning rental income thereon by letting out individual units comprised in such building (s) etc "

It is submitted by the Appellant that the RoC Delhi and Haryana had struck off the Appellant Company's name from the Register due to defaults in statutory compliances, namely failure to file Financial Statements & Annual Returns since 31.03.2017. Consequently, the RoC initiated proceedings under Section 248 of the Companies Act 2013 and struck off the name of the Appellant Company from its Register vide STK-7 Notice No. ROC/DELHI/248(5)/ STK-7/6217 dated 29.10.2019. The name of the Appellant Company appeared at serial no. 3921 of the list of companies, whose names were stuck off due to default in Statutory compliances.

The Appellant has submitted that it has certain assets, which necessitate restoration of the Appellant Company:

I. Copy of the Sale Deed executed on 18.07.2011 in favour of the Applicant Company depicting land measuring 825 Sq yards situated at Village Kabirpur Near Shanddharan Basti, Distt. Sonepat.

II. Copy of the Balance Sheets for the Financial Years from 2016-17 and 2018-19.

III. Copy of Income Tax Returns for the Assessment years from 2016-17 and 2019-20.

IV. Copy of the Bank statement issued from 07.06.2011 to 18.12.2019 by Punjab National Bank.

That the Income Tax Department did not file reply despite opportunities.

That the RoC in its reply has submitted the following:

"6. That the Respondent most respectfully submits that the action of striking off of the present Company was legal and justified and was the result of the operation of the law, as the company was not carrying on any operations for a period of two immediately preceding financial years (as indicated by non-filing of the financial statements of the Company for two or more years)..."

The provisions pertaining to restoration of the name of the Company are provided in the Section 252(3) of the Companies Act, 2013, which, inter alia, includes that if a company is carrying out its business or in operation or otherwise it is just that the name of the company be restored, this Tribunal can order the RoC to restore the name of the company in the Register of Companies.

The main asset of the Appellant Company is the land registered in its name basing on the strength of which the Applicant is seeking restoration in the register of RoC. Here, it is worthwhile to refer to the Judgement of Hon'ble High Court of Gauhati in the matter of Fellpact Private Limited Ors. Vs The Registrar of Companies and Ors. Co. Pet. 24 of 2012 dated 05.06.2017, quoted below:

"9. In the present case in hand, as mentioned hereinbefore, the petitioner No.1 company is the owner of land admeasu ring 10 bigha - 4.kathas-19 lechas at Bongaigain District. Hence, this appears to be a fit case wherein the court may take the judicial notice of the ever rising market value of land. In this regard, I find support from the case of Rattan Arya V. State of Tamil Nadu. AIR 1986 SC 1444: (1986) 3 SCC 385 Thp ownership of such a big estate is indicative of the fact that if there is no owner of any land, there is every likelihood of the said land will waste away by encroachment or otherwise or it will become a den for anti-social activities. Fraudulent sale of land in our Country is not uncommon, which would be revealed from the perusal of innumerable case reports where land involved in the suit or proceeding was illegally and fraudulently transferred."

"15. For all these reasons, I am of the considered opinion that this application deserves to be allowed and consequently, the name of the Petitioner No.1 Company, i.e. Felpact Private Limited is ordered to be restored to its original status, as if the name of the Company had not been struck off"

In view of the above, we consider it to be just and fair to allow restoration of the name of the Company in the Register of RoC.

In view of the above, the Appeal is allowed subject to payment of costs of Rs.50,000 (Fifty Thousand) only to the Prime Minister's Relief Fund, the proof of which will be furnished by the Appellant to the Registry of this Tribunal within 07 days. The Registrar of this Tribunal shall maintain the information about such deposits in a separate E-register.

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 respondents for the late filing of statutory returns. The name of the Appellant Company shall then stand restored in the Register of the Registrar of Companies (RoC), as if the name of the Appellant 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 to 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 all compliances made by the Appellant.

The Appeal is allowed accordingly.

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