M/s. Natural Estates Pvt. Ltd. vs Registrar Of Companies And Anr.

This appeal is filed by the company, M/s. Natural Estates Pvt. Ltd. (for brevity the `Company'), through its directors Mr. Dinesh Moolchand Jain,

Mr. Mahaveer Dinesh Jain and Mr. Monesh Jain, under section 252 of the Companies Act, 2013 (hereinafter called as the Act') against the order of

striking off the name of the company passed by the respondent under section 248 (1) of the Act read with Rule 7 of Companies (Removal of Names

of Companies from the Register of Companies) Rules, 2016 published in Form No. STK- 7 bearing order no. ROCJPR / STK-7/10161/2164 on

23.06.2017 by Registrar of Companies, the respondent herein.

The company is incorporated under the provision of Companies Act, 1956 as a Private Limited Company with the Registrar of Companies, Jaipur

on 06.06.1995 having CIN U70101RJ1995P1C010161.

The registered office of the company B-45, Shastri Nagar, Jodhpur-342001, Rajasthan.

Authorized capital of the Company is Rs.10,00,000/- divided into 10,000 equity shares of Rs.100/- each and paid up capital of Rs.1,04,000/- divided

into 1040 Equity Shares of Rs.100/- each.

The main objects of the company are:

a) To carry on the business of, or to invest or deal in immovable properties, purchase, acquire on lease or in exchange or in any other lawful manner

any area, land, buildings, structures and any estates or interest therein and any rights, over or connected with land so situated and to turn the same to

account5 as may seem expedient and in particular buy preparing building sites, farms, farm houses common facilities for farm development and by

constructing, reconstructing altering, improving, decorating, furnishing and maintaining commercial buildings, offices, flats, houses, shops and

showrooms, clubs, hotels motels, restaurant, and to equip the same or any part thereof with all or any amenities or conveniences thereon and by

consolidating or connecting or sub-dividing properties and leasing or disposing of the same and to manage land, buildings and other properties situated

as aforesaid and collect rents or income there from and to supply tenants and occupiers and others.

b) To carry on the business of constructors, designers, interior experion, decorators, architect, builders, developers, furniture and fixtures, building

experts and dealers in stones, cement, sand, iron and other building materials, paints varnishes wood items and decoration and other connected work.

The appellants state that the company had filed its Balance Sheets & Annual Returns since incorporation in 1995 till 2011 with the Income Tax

Authorities & ROC, Jaipur. After that due to family exigencies and oversight, the company was not able to file the Balance Sheets & Annual Returns

from the year 2012 onwards.

The appellants state that in the month of March, the company and its directors had received notices from ROC in Form STK-1 dated 22.02.2017

for removal of name of a company from the ROC.

The appellants further submit that on receiving the notices in STK-1, the company proceeded to file its pending returns with ROC. The company

filed its Balance Sheets and Annual Returns for the years 2011-12 and 2012-13 on 27.05.2017 and for the year 2015-16 on 01.07.2017.

The appellant further states that the company received the Notice in STK-7 dated 23.06.2017 which was received on 22.07.2017 stating that the

name of the company is struck off the register of companies.

The Appellant has brought forward the following facts about it being in operation and functional during the period of striking off:

i. The company has filed the statutory income tax returns till financial year 2017-18. The company has paid nil taxes in 2017-18.

ii. The Company was carrying on day to day business, preparing annual accounts and holding its board meetings, general meetings of shareholders as

and when required and maintained proper records, registers as per law, as per claim of the appellant.

iii. The Financial Statements and Annual Returns from 2014-15 to 2016-17 are on record. The audited balance sheet for the year 2016-17 of the

company reflects that the company has made the profit of Rs. 2,02,243/-.

iv. The bank statements of the company with Kotak Mahindra Bank from 01.04.2013 to 22.05.2018, reflecting various regular transactions done by

the company, during the period of striking off, having closing balance of Rs. 1,048.90/- as on 22.05.2018.

The ROC submitted that the company has filed the Annual Return and Balance Sheet for the Financial Year 2010-11. The subsequent filing for

the financial years 2011-12 and 2012-13 on 27.05.2017 and for 2013-14 on 01.07.2017 that is post publication of the notice of striking off, in form

STK- 1 on 23.06.2017.

The ROC further submitted that they did not receive any communication in response to the notice issued in pursuance of sub-section (1) and sub-

section (4) of section 248 of the Act and Rule 7 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

from the Company/ Directors/ Shareholders regarding remedial measures taken, if any but has also opined that subject to the compliance of section

252 of the Act and proving that the company being in business, the name of the company may be allowed to be restored.

The Income Tax Department has filed its report and as per the documents on record, there is no outstanding demand against the Assessee and all

the IT Returns upto 2017-18 are filed by the company.

The Section 252(3) contemplates that one of the three conditions are required to be satisfied before exercising jurisdiction to restore company to its

original name on the register of the Registrar of Companies namely:

i. That the company at the time of its name was struck off was carrying on business.

ii. Or it was in operation

iii. Or it is otherwise just that the name of the company be restored on the register.

The Appellants have submitted sufficient evidence that it has been in operation since incorporation and therefore could not be termed as defunct

company as per section 252(3) of the Act. Thus, taking into consideration the provisions of Section 252(5) 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 there is a running

business as on the date when the name was struck off and also keeping in consideration that it is just 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, the company deserved to be restored.

Accordingly, this appeal is allowed. The Public Notice of Registrar of Companies striking the name of the company is hereby declared illegal and

set aside. The restoration of the company's name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents

with proper filing fees along with additional fees required under law and completion of all formalities, including payment of any late fee or any other

charges which are leviable by the respondent for the late filing of statutory returns, and also subject to payment of cost of Rs. 25,000/- to be paid to

Prime Minister's Relief Fund. The name of the Appellant Company shall then, as a consequence, stand restored to the Register of the Registrar of

Companies, as if the name of the company had not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

The appeal is disposed of accordingly.

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