Princess Hotel Private Limited vs Registrar Of Companies, Guwahati

The petitioner, Princess Hotel Private Limited, filed the present petition under Section 252(3) of the Companies Act, 2013, seeking restoration of the name of the company in the Register of Companies. maintained by Registrar of Companies, Guwahati (ROC/herein referred as Respondent). The petitioner states that ROC, Guwahati initiated proceeding under section 248 of Companies Act, 2013 and had struck off the name of the petitioner from the Register of Companies maintained by it. It was alleged that it has not being carrying on any business or 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 Companies Act, 2013.

The petitioner company was incorporated under Companies Act, 1956, on 11th April, 1984 as a private company limited by shares. The authorized share capital of the Company is 50, 00,000/- (Rupees Fifty lakhs) only, divided into 50,000 equity shares of Rs. 100 (Rupees One Hundred) each. And the issued, subscribed and paid up share capital is Rs. 49,95,000 (Rupees Forty Nine lakhs ninety Five Thousand) only divided into 49,950 equity shares of Rs. 100 (Rupees One Hundred) each. The petitioner submits that the petitioner company is an active company and is already in the process of operationalizing its venture.

The petitioner submits that the person entrusted with the responsibility of filing the financial statement and annual returns with the ROC, failed in fulfilling the responsibility and the directors were kept on dark as to the non-compliance thereof. It was only on 09.08.2019, when one of the directors of the company received the notice dated 16.07.2019 in Form STK/1 from ROC, that it was found the financial statements and annual returns of the company in respect to the financial years 2015-2016, 2016-2017, 2017-2018 and 2018-2019 have not been filed with the ROC.

Thereupon, the petitioner immediately engaged a professional for regularizing the statutory default with respect to the defaulted period. But, since the concerned person dealing with the books of accounts and statutory records left the job, hence the necessary documents and records could not be complied and the notice could not be replied on time. On 04.11.2019, the petitioner found that its name was struck off from the register of companies maintained by ROC, Guwahati. Hence, the petitioner filed this petition under section 252(3) of the Companies Act, 2013 seeking restoration of the name of the petitioner company.

The petitioner submits that it has already identified a property for construction of a hotel cum restaurant in Guwahati and was in the process of setting up and operationalising the same in a short span of time. It is accordingly submitted that unless the present application/petition is allowed and the name of the applicant/petitioner is restored in the Register of Companies, the company as well as their stakeholders and other business associates shall suffer irreparable loss and hardship, and will be highly prejudiced.

The petitioner further submits that the books of accounts and the statutory records were all being properly maintained by the petitioner. The final accounts were all timely finalized and audited by the statutory auditors and income tax returns were also being filed up to date. Copies of the audited financial statement of 2015-2016, 2016-2017, 2017-2018 and 2018-2019, are annexed with the petition/application as Annexure IV, IVA, IVB and IVC. Further the copies of income tax return acknowledgement for the financial years 2015-2016 (AY 2016-2017), 2016-2017 (AY 2017-2018), 2017-2018 (AY 2018-2019) and 2018-2019 (AY 2019-2020) are also annexed the petition as Annexure-V, VA, VB and VC.

The ROC/respondent has filed its report leaving the matter to the discretion of the Hon'ble Tribunal and subject to giving the following directions to the petitioner company in case this Tribunal is inclined to order restoration of the name of the company.

i) To comply with all statutory provisions of Companies Act, 2013 and file its pending statutory returns as per the Law prescribed within 30 days of the restoration order being passed,

ii) To pay the restoration costs of not less than Rs. 25,000/- (Rupees Twenty Five Thousand only) payable to the Ministry of Corporate Affairs, Government of India since new company is registered with authorized Capital of Rs. 50,00,000/- (Rupees Fifty Lakhs only) they may have to pay registration fees and also to serve as a deterrent for the companies which are negligent in compliance with the provisions of Companies Act.

iii) Such other order/direction as the Hon'ble Tribunal may deem fit and proper.

Heard the learned PCS appearing for the petitioner and respondent and perused the record. In view of the report dated 20.11.2019, filed by the ROC/respondent, I have found that the grievance of the petitioner company is reasonable and genuine and that there are justifiable grounds for ordering restoration of the petitioner Company and accordingly, prayer of the petitioner company is allowed subject to the following:

i) The petitioner company shall comply with all statutory provision of Companies Act, 2013 and file its pending statutory returns as per the Law prescribed within 30 days from the date of order.

ii) The petitioner shall pay restoration costs of Rs. 25,000/- (Rupees Twenty Five Thousand only) payable to the Ministry of Corporate Affairs. Government of India within 30 days from today.

iii) The petitioner company shall file an affidavit in due course affirming that the aforesaid directions are complied with.

The petition, accordingly, stands disposed of.