Peach Hotels Private Limited vs Registrar Of Companies, Mumbai

Shyam Babu Gautam, Member (Technical)

This present Appeal has been filed under Section 252(1) of the Companies Act, 2013 for restoration of name of the Company “M/s.

Peach Hotels Private Limited” by Authorized Representative Mr. Devendra Padamchand Jain, the Resolution Professional of M/s. Royal Twinkle Star Club Ltd. (RTSCL), M/s. Citrus Check Inns Ltd. (CCIL) and a Committee Member of the Sale-Cum-Monitoring Committee (SMC) constituted pursuant to the Order of the Supreme Court of India dated 10.05.2018 to file this Application. Copy of the said Order is annexed to the Appeal as Annexure – A.

The company M/s. Peach Hotels Private Limited is one of the associates/sister concerns of M/s. Royal Twinkle Star Club Limited (RTSCL) and M/s. Citrus Check Inns Limited (CCIL). Hence, the obligation of Appellant is to comply with the direction of the Supreme Court vide its Order dated 10.05.2018.

The Registrar of Companies vide its notice dated 07.04.2022 issued and published Form No. STK-7 under section 248(1) of the Companies Act, 2013 read with Rule 3 of Companies (Removal of Names of Companies from the Register of Companies) Rule, 2016 and struck off the name of the company M/s. Peach Hotels Private Limited from the Register of Companies. Copy of public notice in Form No. STK-7 issued by the Registrar of Companies dated 07.04.2022 is annexed to the Appeal as Annexure – B.

The facts of the case are re-produced below:

(a) That two Companies M/s. Royal Twinkle Star Club Limited (RTSCL) and M/s. Citrus Check Inns Limited (CCIL) under the umbrella of “Mirah Group” had collected monies from various investors in the name of “Holiday Scheme” under the guise of “Collective Investment Schemes”.

(b) That the two Companies M/s. Royal Twinkle Star Club Limited (RTSCL) and M/s. Citrus Check Inns Limited (CCIL) had defaulted in refunding the amount collected from investors pursuant to the said “Collective Investment Schemes”.

(c) That some of the depositors of RTSCL and CCIL had filed petitions under Section 9 of the Insolvency & Bankruptcy Code 2016 before this Tribunal for initiating CIRP.

(d) That pursuant to the Order dated 02.05.2017 passed by this Tribunal M/s. Royal Twinkle Star Club Limited (RTSCL) and M/s. Citrus Check Inns Limited (CCIL) were admitted under CIRP. Copies of the Orders of this Tribunal admitting RTSCL and CCIL under CIRP are annexed to this Appeal as Annexure ‘C-1’ and ‘C-2’ respectively.

(e) That pursuant to the direction given by the Hon’ble Supreme Court vide its Order dated 08.01.2018, a Report was filed by the Resolution Professional wherein it was clearly demonstrated that the money collected by the Company RTSCL and CCIL, from the investors were siphoned off to the various Companies of Mirah Group. A copy of the said Order is annexed to the Appeal as Annexure- D.

(f) Thereafter, the Hon’ble Supreme Court of India pursuant to the Order dated 10.05.2018 passed the following directions:

• Formation of Sale-cum-Monitoring Committee comprising of the Resolution Professional, one Representative from SEBI, one representative of Investor and One representative from RTSCL and CCIL.

• Appointed M/s. Deloitte as the Special Auditor to carry out the Forensic Audit of RTSCL, CCIL and their associates/sister concerns.

• Attaching all the properties of RTSCL, CCIL as well as assets and other properties of the associates/sister concerns. As per the above order of Hon’ble Supreme Court dated 10.05.2018, assets of Peach Hotels Private Limited were also attached.

(g) That the Hon’ble Supreme Court vide its order dated 13.12.2019 directed the Sale-cum-Monitoring Committee to proceed with sale of properties of RTSCL, CCIL as well as assets and other properties of their associates/sister concerns. Copy of the Order dated 13.12.2019 is annexed to the Appeal as Annexure – E and copy of Group Structure is annexed as Annexure – F.

(h) That the SMC had accepted the offer made by Leena Tulsi Bhimjyani, (the spouse and legal heir of Late Tulsi C. Bhimjyani, one of the shareholders of the company) for buying out 54% shares of the Mirah Group in the said company. Pursuant to the approval of SMC, an application was filed by the Hon’ble Supreme Court by Leena Bhimjyani seeking a direction to permit her name to be substituted in place of Tulsi C. Bhimjyani. Further, on direction of SMC 50% of the total consideration has already been deposited. Towards this transaction Prahlad Deora, the other shareholder of the company holding 26% has also given his consent.

(i) That the Hon’ble Supreme Court vide its order dated 28.04.2022 allowed the application and directed to deposit the balance 50% consideration within 7 days of disposal of this application i.e. on or before 05.05.2022. Also directed that 54% shares along with loans of the Mirah Group in the said company shall be transferred in the name of Leena Bhimjyani within 15 days of receipt of the balance consideration and the balance consideration was paid. Copy of the Order of Hon’ble Supreme Court of India dated 28.04.2022 is annexed to this Appeal as Annexure – G.

The Appellant submits that the company “Peach Hotels Private Limited” was incorporated on 06.07.2009 under the Companies Act, 1956, having its Registered Office at 315, Parvati Industrial Estate, Sun Mill Compound, Lower Parel (West), Mumbai – 400013. It is observed that as per the copy of the Master Data annexed to the appeal and the records available on the MCA portal, the last financial statements filed were for the year ended 31st March, 2017. Therefore, the Company has failed to file its Financial Statements and Annual Returns for the Financial Years 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22 till the date of issuance of STK-7 dated 07.04.2022 i.e. for the five years.

The Appellant submits that the main objects of the company inter alia as follows:

To carry on the business in India and abroad of managing, operating, creating, running chains of hotels, clubs, health clubs, restaurants, motels, refreshment rooms, licensed victuallers and rest houses, and also to carry on the business as contractors, managers, caterers and keepers of restaurants, refreshment rooms, sanatoria, lodgings, resorts hostels, swimming pools and saloons and providing other hospitality services connected to hotel management.

A copy of the Memorandum and Articles of Association of the said company is annexed as Annexure -I to the Company Appeal.

The Appellant Company submits that once the name of the Company is restored, the Appellant will undertake to complete all the pending legal compliances as per the Orders of Hon’ble Supreme Court of India and including filing of the Financials and Returns with the Registrar of Companies.

The Appellant submits that the Company was incorporated with Authorized share Capital of Rs.10,00,000/- (Rupees Ten Lakh Only) divided into 1,00,000 (One lakh) equity shares of Rs.10/- (Rupees Ten) each and the Issued, Subscribed & Paid-Up share capital of the Company is Rs.10,00,000/- (Rupees Ten Lakh Only) divided into 1,00,000 (One Lakh) equity shares of Rs. 10/- (Rupees Ten) each.

Upon perusal of the audited accounts submitted by the Appellant Company, the Bench observed that the Company has Long-term borrowings of Rs.6,68,73,770/-; Fixed Assets Rs.19,35,200/-; Non-current Investments Rs.6,36,53,750/-, Short terms loans and advances of Rs.20,00,000/-, Reserves and surplus of Rs.(3,45,212) and Total Loss from operation of Rs.(49,907) for year ended 31.03.2017 and the Company has Long-term borrowings of Rs.6,68,35,000/-; Fixed Assets Rs.19,28,200/-; Non-current Investments Rs.6,36,53,750/-, Short terms loans and advances of Rs.20,00,000/-, Reserves and surplus of Rs.(2,95,304) and Total Loss from operation of Rs.(83,648) for year ended 31.03.2016.

The grievances of the Appellant is that the company has a Wholly Owned Subsidiary namely Veema Property And Land Developers Pvt. Ltd. who has a property registered in its own name. The Respondent initiated proceedings under Section 248 of the Companies Act, 2013, and struck off the name of the Company on 07.04.2022 from its Register maintained by them. Due to ‘strike off’ status of the company’s name, the Appellant would not be able to comply with the directions of Hon’ble Supreme Court for sale of assets of the company in order to generate funds to repay the monies of investors as per the Order of Hon’ble Supreme Court dated 28.04.2022.

As observed by the Orders passed by the Hon’ble Supreme Court of India, it is in the interest of justice and equity, as also the balance of convenience is clearly in its favor for grant of reliefs as prayed for and deserves to restore the name of the company in the Statutory 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 Appellant company deserves to be allowed. Hence, it is allowed with following direction and condition to be complied by the appellant.

ORDER

Company Appeal No.21/252/MB/2022 filed by the Authorized Representative Mr. Devendra Padamchand Jain, the Resolution Professional of M/s. Royal Twinkle Star Club Ltd. (RTSCL), M/s. Citrus Check Inns Ltd. (CCIL) and a Committee Member of the Sale-Cum-Monitoring Committee (SMC) constituted pursuant to the Order of the Supreme Court of India dated 10.05.2018 seeking restoration of the company’s name in the Register of the Companies maintained by the Registrar of Companies, Mumbai is allowed. The Respondent is directed to restore the name of the Appellant company in the Register of Companies subject to payment of a sum of Rs.50,000/- (Rupees Fifty Thousand Only) as cost payable in the account of “BHARAT-KOSH” 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.

With the aforesaid observation the present company appeal is allowed and accordingly Company Appeal No.21/252/MB/2022 stands disposed of.