Pansn Construction And Developers Private Limited Through Its Director, Mr. Haresh Panalal Shah vs Registrar Of Companies

Rajesh Sharma, J

This Company Petition is filed by Petitioner PANSN CONSTRUCTION AND DEVELOPERS PRIVATE LIMITED, through Mr. Haresh Panalal Shah, Director of the Company under Section 252(1) of the Companies Act, 2013 seeking relief against the Registrar of Companies, Mumbai, the Respondent, among other things, to restore the name of the Company in the Register of Companies maintained by the Registrar of Companies, Mumbai.

The Petitioner submits that the Company was incorporated on 25.10.1994 under the Companies Act, 1956 vide CIN U45202MH1994PTC082378 as a Private Company limited by shares with the Registrar of Companies, Mumbai. The Petitioner submits that the Main Object for which the Company was incorporated is to take over the running business of Pansn Construction and to acquire land or building on lease-hold or freehold tenure and to construct or renovate the same as residential, commercial or industrial or public buildings and sale the same in ownership rental, instalment basis or loose basis etc.

The Petitioner submits that the Company has failed to file its Financial Statements and Annual Returns since 2016 i.e. for Financial Year 2015-16, 2016-17 and 2017-18 giving rise to a reasonable belief that the company was not functional. Consequently, the Respondent initiated proceedings under Section 248 of the Companies Act, 2013, for the purpose of striking off the name of the company from the Register of Companies.

The grievance of the Petitioner is that the Company did not receive any notice from the Respondent and the Respondent struck off the name of the Petitioner Company vide STK-7 from the Register of Companies maintained by the Registrar due to defaults in statutory compliances on part of the Petitioner for non-filing of Financial Statements & Annual Returns for the Financial Years 31.03.2016 to 31.03.2018 i.e. for three years.

The Petitioner submits that the company has audited the Financial Statements till Financial Year 2017-18 and conducted the Annual General Meetings of the respective Financial Years. The Petitioner submits that inadvertently the company could not file the statutory documents with the Registrar of Companies.

The Petitioner submits that no huge amount in cash has been deposited after demonetization during the period 08.11.2016 to 31.12.2016.

The Petitioner submits that the Company is a going concern. The Company has assets and liabilities of its own. The Petitioner Company has annexed copies of Audited Financial Statements for the Financial Years 2015-16, 2016-17 & 2017-18; copy of Bank Statement for the period from 01.04.2017 to 31.01.2018 and Income Tax Returns for Assessment Years 2016-17, 2017-18 & 2018-19 to show that the company is a going concern, active and carrying on business and operations since its incorporation.

As per the directions of this Bench dated 28.01.2019, Petitioner has served notice with Permanent Account Number on Income-tax Department, Office of Regional Director and Registrar of Companies, Mumbai on 13.02.2019. The Petitioner has filed its Affidavit of Service on 27.02.2019, and till date, no reply/objection has been received from Income Tax Department or Regional Director.

The Respondent side filed its Report in the form of an affidavit explaining therein the reasons for striking off the name of the company under section 248 of the Companies Act, 2013. The Respondent side has explained the sequence leading to the striking off the company as follows:

(a) The Respondent submits that the Petitioner Company have failed to file the Statutory Returns for a continuous period of more than two years since 2016 and the company is not carrying on any business or operation for a period of two immediately preceding financial years and neither has filed any Application under Section 455 of the Companies Act 2013 within such period for obtaining the status of a Dormant Company.

(b) The Respondent issued STK-1 Notice to the company and its directors informing the intention of the Registrar to strike off the name of the company and requesting to submit a cause contrary to the said action within 30 days.

(c) 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 19.07.2018. It may be noted that the said notice is issued as public notice to not only the company and the directors of the company but also to all stakeholders concerned to receive their objections to the said intention of the Registrar to remove the name of the company.

(d) 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 and also another public notice was issued in leading English newspaper (Times of India) and a widely circulated vernacular language newspaper (Maharashtra Times - Marathi) on 21.07.2018.

(e) It is submitted that the representation received by this office against the strike-off action is 'None'.

(f) Therefore, in the absence of any representation against the proposed strike-off action, the Registrar struck off the name of the company on 11.09.2018, and the dissolution order was published on the website of the Ministry vide STK-7 on 12.09.2018.

(g) The said fact of non-filing of statutory Returns has been admitted by the Petitioner in its Petition.

Upon the perusal of the audited financial statements submitted by the Petitioner Company, this Bench has observed that the Petitioner Company has Employee Benefit Expenses of Rs. 4.90 Lakh; Short-Term Borrowings of Rs. 1.95 Crore; Trade Payables of Rs. 39.97 Lakh; Long term loans and advances Rs. 57.87 Lakh; Short-term loans and advances of Rs. 2.15 Lakh for the Financial Year ending 31st March 2018. Employee Benefit Expenses of Rs. 3.23 Lakh; Short-Term Borrowings of Rs. 1.98 Crore; Trade Payables of Rs. 39.09 Lakh; Long term loans and advances Rs. 65.05 Lakh; Short-term loans and advances of Rs. 1.85 Lakh for the Financial Year ending 31st March 2017.

On hearing the submissions of the Counsel appearing on behalf of the Petitioner and perusal of the Reply of Registrar of Companies, Mumbai and the documents submitted, it is clear that the Company is in operation. The ROC, Mumbai struck off the name of the company, as the Company failed to file Statutory Returns for a continuous period of more than two years. However, the company is in business operation and therefore, unless the relief sought is granted to the Company, grave hardship and irreparable loss shall be caused to the said Company, its members and its creditors.

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

ORDER

In view of the above facts and circumstances, the Appeal No. 4495/252/MB/2018 filed by PANSN CONSTRUCTION AND DEVELOPERS PRIVATE LIMITED through Mr. Haresh Panalal Shah, Director of the Company, seeking restoration of the Company's name in the Register of Companies maintained by the Registrar of Companies, Mumbai, Maharashtra is allowed on 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. 1,00,000/- (Rupees One Lakh Only) as cost payable in the account of "Prime Minister's National Relief Fund" within 10 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 30 days from the date of receipt of the copy of this order, failing which, this order will stand vacated automatically.