Nikam Real Estate Private Limited vs Registrar Of Companies, Mumbai

This present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (Act) by NIKAM REAL ESTATE PRIVATE LIMITED through its Director Mr. Rajendra Kashinath Nikam praying for restoring the name of the company in the Register maintained by the Registrar of Companies, Mumbai (RoC).

The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:

"To carry on the business of builders, contractors, erectors, construction of buildings, houses, apartments, structures or residential office, industrial schools, college, institutional, educational campus, technology park, or commercial or developers of co-operative housing societies, developers of housing schemes, townships, holiday, resorts, hotels, motels and in particular preparing of building sites, constructing, reconstruction, erecting, altering improving, enlarging, developing, decorating furnishing and maintaining of structures, flats, houses, factories, shops, offices, garages, warehouses, building, works, workshops, hospitals, nursing homes, clinics, godowns and other commercial institutional and or educational purposes and conveniences to purchase for development, or for resale lands, house, buildings, structures and purchase, sell and deal in freehold and leasehold land."

The Petitioner submits that the company was incorporated on 13.08.2012 under the Companies Act, 1956. The Company has failed to file its Financial Statements and Annual Returns for the Financial Years from 2014-2015 to 2018-2019 i.e. for five years.

The Petitioner submits that on account of lapse on the part of the employee who was assigned the task of looking after the statutory compliance missed out in filing of Annual Returns. Petitioners were under bonafide belief that all compliances were being done and this came to the knowledge of the Petitioner when DIN of one of the Directors was blocked and then Petitioners realized that the name of the Company has been struck off. In view thereof it is submitted that non-compliance in filing of Annual returns was accidental and Petitioners now intend to file the same from 31.03.2015 and make all compliances.

The Petitioner Company submits that the Company is active and is a running Company and has assets as well as corresponding liabilities including statutory dues and Unsecured creditors.

The Petitioner submits that the Company have a Bank Account in New India Co-operative Bank Limited.

The Petitioner submits that non-filing of the Annual Returns and Financial Statements was unintentional and accidental and now intends to file the Financial Statements from 2015 onwards.

The Petitioner Company has enclosed the audited accounts for the Financial Years ended 31.03.2015 to 31.03.2019 to show that it is actively involved in the business and operations.

The Petitioner Company has also enclosed copies of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the Assessment Years 2015-2016 to 2018-2019.

The Respondent, Registrar of Companies submitted his Affidavit in reply on 27.10.2020 explaining the following sequence of events leading to the striking of the name of the company:

(a) The Respondent side issued Notice in Form STK-1 to the company and its directors informing the intention of the Registrar to strike off the name of the Company and requesting them to submit a cause contrary to the said action within thirty days.

(b) Further, as required under rule 7 of the Companies (Removal of Name) Rules, the name of the Company was published on the website maintained by the Ministry vide STK-5 dated 03.10.2018 and issued notices not only to the Company and the Directors of the company, but also to all stakeholders concerned so as to receive their objections to the said intention of the Registrar to remove the name of the company.

(c) In addition to the publication of the name of the Company on the website of the Ministry, the name was also published in the Official Gazette on 13.10.2018 and in leading English newspaper "Times of India" and a widely circulated regional language in Marathi newspaper "Maharashtra Times" on 11.10.2018.

(d) Respondent further submits that in the absence of any representation against the proposed strike off action, the Registrar struck off the name of the company on 04.12.2018 and the dissolution order was published on the website of the Ministry vide STK-7 on 14.12.2018.

Upon perusal of the audited accounts submitted by the Petitioner Company, the Bench noted that the Company has Turnover of Rs. 35,00,000/-, Fixed assets of Rs. 11,03,000/-, Short term Loans and Advances of Rs. 18,01,000/-, Cash and Cash Equivalents of Rs. 30,387/- for year ended 31.03.2019 and Turnover of Rs. 40,00,000/-. Fixed assets of Rs. 11,03,000/-, Short term Loans and Advances of Rs. 18,01,000/-, Cash and Cash Equivalents of Rs. 1,20,403/- for year ended 31.03.2018 .

As observed above, the books of the Petitioner Company reflects that the company is in the business and Members intend to continue its business operations of the company. Therefore, in the interest of justice the name of the company deserves to be restored in the Register of Companies maintained by the Respondent Registrar of Companies.

Given the above facts and circumstances, we are satisfied that the prayer sought by the Petitioner company deserves to be allowed.

ORDER

Company Appeal having CP No. 1223/252(1)/MB/C-II/2020 filed by the Appellants/Petitioners NIKAM REAL ESTATE PRIVATE LIMITED, through its Director Mr. RAJENDRA KASHINATH NIKAM, seeking restoration of the company's name in the Register of the Companies maintained by the Registrar of Companies, Mumbai is allowed with the following terms.

The Respondent is directed to restore the name of the Petitioner company in the Register of Companies subject to payment of a sum of Rs. 50,000/- (Rupees Fifty only) as cost payable in the account of "PM Cares Fund" within Thirty days from the date of receipt of copy of this order.

The company shall file all its pending financial statements and Annual Returns with all the applicable fees and late fees with the Respondent within a period of thirty days from the date of receipt of copy of this order, failing which, this order will stand vacated automatically.