New Line Homes Pvt. Ltd. And Anr. vs Registrar Of Companies And Anr.

This is an Appeal which has been filed by M/S New Line Homes Pvt. Ltd. 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, M/S New Line Homes Pvt. Ltd. was incorporated under the provisions of Companies Act, 1956 on 14.03.2013 and has its

registered office at J-368, Jaitpur Extn Part-1, Badarpur, New Delhi - 110044. The Company is primarily into the business construction of residential

houses, commercial buildings, flats and Factory's sheds and buildings in or out side of India and to act as builders, colonizers and civil and

constructional contractors.

A sweeping action was initiated by the ROC at the instance of MCA in striking of the names of several Companies who had failed to file their

Statutory Returns. The appellant had not filed its Annual Returns and balance sheet since 31.03.2016, thereby giving rise to the surmise that the

business of the company was not in operation. Consequently, its name was struck off by the Respondent from the Register of Companies under

Section 248 of the Companies Act, 2013, upon taking steps in accordance with law and issuing a notification in the Official Gazette. The names of the

effected companies were posted on its website.

The order of striking off the name of the Appellant Company was passed by the Respondent with effect from 08.08.2018 under the provisions of

Section 248 of the Companies Act, 2013. Ld Counsel for the Petitioner represents that the Appellant Company In relation to compliance with the

provisions of Companies Act, 2013 with the Respondent RoC by filing annual returns and financial statements it has been stated that it has been

omitted to be complied with and that the said omission is not mala fide. However, in view of non-filing of the Annual returns and Financial Statement,

the name of the Petitioner Company from the register as maintained by the RoC has been struck off on from 08.08.2018 and in view of demonstration

of continued operation of the Company over the past years and presently also its business being alive and running, it will seriously prejudice the interest

of the Company and the Petitioners and that taking into consideration the compliances made by the Petitioner in relation to other statutory authorities

and since no one will be prejudiced if the Appeal is allowed, but on the other hand, the interest of all concerned including shareholders/creditors,

employees of the Company will be seriously affected if the appeal is not allowed and the name of the company in the register of the RoC is not

restored.

The appellant has submitted that the non-filing of annual filing documents were bonafide mistake on the part of petitioner company, without any

malafide intention and is ready to submit all relevant documents from the financial year ended 31.03.2016 and onwards before respondent. It is further

submitted by the appellant that the Profit & Loss account of the Company and its Balance Sheet has been duly audited by the Statutory Auditors of

the Company.

The appellant submits that it has been in continuous business operation and has certain assets which necessitate 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 Equity and Liabilities for the Financial years ending 31st March, 2018 at Rs. 3,050,530/-. The statement of

Profit and Loss for the year ending 31st March 2018 reflects losses amounting to Rs. 36,600/-. It has current and non current assets and liabilities

including short term loans and advances and cash and cash equivalents.

Copy of Joint Venture Agreement dated 3rd February, 2015 for the allotment of property.

Copy of Bank Statement issued by Oriental Bank of Commerce and Bank of Maharashtra 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.