N Ratthore Buildcon Pvt. Ltd. vs Registrar Of Companies

This is an appeal which has been preferred u/s 252 of the Companies Act, 2013 by the Appellant Company in relation to an order of striking off the

name of the Appellant Company passed by the Respondent with effect from 08.08.2018 under the provisions of Section 248 of the Companies Act,

2013. Learned counsel for the Appellant represents that the Appellant Company was incorporated under the provisions of Companies Act, 1956 and

has its registered office at 1/7289, East Gorakh Park, Baburpur Road, Shandara, Delhi110032.

The Company is engaged in the business of infrastructure, housing, Real Estate Promoters, Developers & Undertake Project Management

including civil, mechanical, electrical and all other types erection, commissioning projects etc. Learned counsel for the Appellant represents that the

Appellant Company has been active since incorporation and has also been maintaining all the requisite documentation, as per the provisions of the

Companies Act, 1956/2013. However, compliance in relation to the provisions of Companies Act, 2013 with the Respondent RoC by filing annual

returns and financial statements has been omitted to be complied with but the said omission is not mala fide.

Upon notice to the Registrar of Companies (""RoC""), the RoC has filed its affidavit and reply. The Learned AROC for the RoC appeared and

conveyed RoC's no objections to restoration of the Appellant Company subject to terms.

Notice was duly served to the Income Tax Department. The counsel for the appellant has submitted that the appellant undertakes to pay the liability

if any, upon the revival of the Company.

We have considered the plea of the Appellant and the representations of RoC. It is evident from the plea of the Appellant that it admits the default

and questions the due process undertaken by the RoC in striking off the name of the Appellant Company as envisaged under Section 248 of the

Companies Act, 2013. However, the Appellant is seeking restoration of its name in the register as maintained by RoC relying on the ground that the

Appellant as of date is in active business and has been preparing all its financial statements and in the circumstances, it is just that the name of the

Company should be restored on the register of RoC as maintained by the Respondent. In order to sustain the said plea, the Appellant has placed

before us the following documents:

i. Copies of the Income Tax Returns for the assessment year 2015-16 to 2019-20.

ii. Copy of the Sale Deed dated 21.09.2015 of property located in Shandara Delhi transferred in the favour of Appellant company and a copy of

another Sale Deed dated 17.07.2018 of property located in East Rohtas Nagar, Delhi transferred in favor of Appellant Company.

iii. Copy of the Municipal Tax Return dated 25.08.2020 for an amount of Rs. 15,481/- and copy of Landline Bill dated 31.07.2020 of the appellant

company.

A perusal of the documents referred to in the paragraph above, reflects that the appellant has business operations which necessitate restoration of

its name in the Register of Companies. The assumption of RoC that the company was not in operation was merely on grounds of non-filing of the

Statutory Returns by the appellant company. The Act itself provides for redressal of these defaults. 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 appeal is allowed subject to payment of costs of Rs. 50,000/- to the Prime Minister CARES 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 me or other charges which are leviable by the Respondent for the late filing of statutory returns. The

name of the Appellant Company shall then stand restored in the Register of the RoC, as if the 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 to 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 application is disposed of accordingly. Let the copy of the order be served to the parties.