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Tribunals and CommissionsDivision Bench(2023) 10 NCLT CK 0057

Nalini Properties Private Limited vs Registrar of Companies, Mumbai

National Company Law Tribunal · Decided on 20 October 2023

HON’BLE JUDGES
Kuldip Kumar Kareer, Member (J) · Anuradha Sanjay Bhatia, Member (T)
RESULT
Disposed Of
CASE NUMBER
Company Appeal No. 20/(Mb)/2023

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Judgment

13 paragraphs · 692 words
1.

The present Appeal has been filed under Section 252(3) of the Companies Act, 2013 (hereinafter referred to as “the Act”) by “M/s. Nalini Properties Private Limited” (hereinafter referred to as “the Company” for the sake of brevity), seeking relief against the respondent, inter-alia among other things, to restore the name of the company in the Register of Companies maintained by the Registrar of Companies, Mumbai.

2.

The name of the Company was struck off from the Register on account of the reasons that, the Company is not carrying on any business and that there was no business operation for a period of two immediately preceding financial years and have not made any application within such period for obtaining the status of Dormant Company under Section 455 of the Act. The ROC published a public notice for striking off and Dissolution of Company vide Form No. STK-7 dated 08th November, 2019.

Submissions by the Appellant/Petitioner:

3.

It is submitted that the Company was incorporated on 05.01.1996 under the Companies Act, 1956. The Annual Returns and Financial Statements could not be filed for the Financial Years 2016-2017, 2017-2018, 2018-19, 2019-2020, 2020-21 and 2021-22. It is further submitted that the Company now has all the documents ready and prepared and is willing to file the same before the ROC, if so permitted. Further, the Company is willing to file any other necessary document which may be required by the ROC.

Submissions from the Respondent/RoC:

4.

The Respondent/ ROC has submitted a detailed report with this Tribunal, explaining the sequence leading to the striking off the name of the Company. The Respondent issued STK-1 notice to the Company on the ground that the Company is not carrying any business and that there was no business operation for a period of two immediately preceding financial years and have not made any application within such period for obtaining the status of Dormant Company under Section 455 of the Act and also issued STK-5 dated 28.08.2019.

5.

In addition to the publication of the name of the Company on web site of the Ministry, the name of the Company was also published in official gazette on 16.11.2019. The Respondent further submitted that in absence of any representation made by the Company against the proposed strike off action, the Registrar struck off the name of the company on 01.11.2019 and the dissolution order was published on the website of the Ministry vide Form No. STK 7 on 08.11.2019.

Findings:

1.

The facts and circumstances of the case show that the relevant documents which are to be filed, are ready with the Company and the Company is willing to file the same, if so permitted.

2.

The Appellant has enclosed with the Petition the Audited Financial Statements for the financial years 2019-20, 2020-21 and 2021-22 along with the Income Tax Returns for the Assessment Year 2022-23 to demonstrate that the Company is in continuous operation.

3.

Hence, upon considering the facts and circumstances of this present petition, this Bench is of the view that, it would be just and proper to order restoration of the name of the Company in the Register of Companies maintained by the ROC.

4.

Accordingly, this Company Appeal is allowed. The restoration of the Company's name to the Register of Companies maintained by the ROC is hereby ordered with a direction that the Company shall comply with the provisions of the Act subject to payment of costs of INR 1,50,000/- to be paid online through Bharat Kosh to the concerned ROC for non-filing of the financial statements and annual returns for the period from FY 2016-17 to FY 2021-22, as and when the order gets uploaded on the site of this Tribunal. Consequentially thereupon, the Bank Account(s), if any freezed, shall get defreezed to be operated by the Company.

5.

The Registrar of Companies, Mumbai shall give effect to this Order only after perusal of the Compliance report of cost imposed. The Company is directed to file all the required documents and shall fulfil all other relevant statutory compliances within 30 days from restoration of its name in the Register of Companies maintained by ROC.