M/S. PSM Buildcon Pvt. Ltd. vs Registrar Of Companies And Anr.

This Appeal has been filed by M/S PSM Buildcon Private Limited invoking the provision of Section 252 of the Companies Act, 2013 for restoration

of the name of the appellant company in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana.

As per the averments, PSM Buildcon Private Limited was incorporated on 17.12.2009 and has its registered office at C-69, Amar Colony,

Shandara Delhi-110032 having CIN No, U45200 DL2009PTC196688 within the jurisdiction of this Tribunal. The business of the Appellant company is

in the field of Real Estate.

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 Annual Returns from the financial years 2013-14 to 2017-18 and Financial Statements from the

financial years 2009-10 to 2016-17, thereby giving rise to the surmise that the business of the company was not inoperation. 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 30.06.2017.

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 submits that it has been in continuous business operation, has been regular in filing of its income tax returns with the competent

authorities till 2012 and has certain assets which necessitiate restoration of its name in the record of ROC. In order to corroborate this submission the

petitioner has placed before us the following evidence:

Copy of Audited Balance Sheet reflecting Long Term Borrowings for the Financial years ending 315t March, 2018 at Rs. 6,168,000/-. It has current

and non current assets and liabilities including inventories and cash and cash equivalents.

Copy of Sale Deed dated 14th May, 2013 for the allottement of property.

Copy of the IT Returns filed prior to being struck off.

Copy of Bank Statement issued by Oriental Bank of Commerce and HDFC Bank also placed on record showing operation in their account and a

credit balance.

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 at least 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 petitioner

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.