Realearth Colonisers Private Limited vs Ministry Of Corporate Affairs

Atul Chaturvedi, Technical Member

This Appeal has been filed in the matter of M/s Realearth Colonisers Private Limited (‘Company’), through its Shareholder and Director, Mr. Raj Kumar Kumawat (‘Appellant’) under Section 252(3) of the Companies Act, 2013, praying for the restoration of the Company’s name in the Register of Companies maintained by RoC, Jaipur (‘RoC’) and restoration of the Director Identification Number (DIN) of all Directors of the Company for e-filing balance sheet and annual return and other e-forms.

It is stated that the RoC struck off the name of the Company from the Register of Companies due to default in statutory compliance, namely, failure to file Annual Return and Financial Statement since 2018-19. The name of the Company is stated in Form STK-7 dated 24.03.2022, a copy of which is attached as Annexure - 2 at page No. 21-22 of the Appeal.

The main object of the Company is to purchase, sell, acquire, get convert, develop, improve, construct, hold with absolute or limited rights on lease, sub lease or otherwise and to erect, construct, build, demolish, re-erect, alter, repair, furnish and maintain land, including agricultural land, get convert agriculture land into commercial, residential and develop, sell, plots on it building, hotel, motel, restaurant, and to run hotel, motel, restaurant, houses, farm houses, residential flats, commercial complexes, residential cum commercial complexes, colonies, markets, shops, factories, mills, godowns, and building for hotels, restaurants and cinema houses, roads, bridges, dams, canals and wells in India or abroad and to manage land, building whether in India or abroad.

It is submitted that the Company has been active since incorporation and has also been regularly complying with the Income Tax Act, 1961 by filing income tax returns, the acknowledgement receipt of which is submitted as Annexure 9 of the Appeal. However, the reporting of such activities through the filing of Annual Returns and Balance Sheet with the RoC has not been done due to lack of working capital and knowledge and ignorance of the provisions of the Companies Act, 2013.

It is submitted that the Company has been active since incorporation and has also been maintaining all required documentation as per the provisions of the Companies Act, 2013. However, the reporting of such activities through the filing of Annual Returns and Balance Sheet with the RoC has not been done due to lack of knowledge and ignorance of the provisions by the company. The Appellant has filed a copy of the Audited Financial Statements of the company for the financial year ended 31.03.2019 to 31.03.2022 in support of its stand that the company was in operation and pursuing activities during the period of striking off the name of the company as Annexure-7 of the Appeal. The Balance Sheet as on 31.03.2022 and 31.03.2021 reflects cash and cash equivalents of Rs. 37,761/- and Rs. 12,752.99/- respectively. Similarly, the Profit and Loss account for the year  ending  on  31.03.2022  and  31.03.2021  shows  a  profit  of  Rs. 7,33,929.77/- and profit of Rs. 5,94,750.89/- respectively.

The Income Tax Department filed a report vide Diary Number 53/2023 dated 09.01.2023 and stated that the appellant company has filed its return of income only for A.Y. 2016-17 and 2018-19, and further stated that the Income Tax Department has no objections if the name of the appellant company is restored in the register maintained by the RoC.

The RoC has filed a report vide Diary Number 593/2023 dated 03.03.2023 stating that the Company has not filed its returns since 2018-19 and prayed for direction to the Company for making all legal compliances under the Companies Act.

Upon considering the facts and circumstances and the pleadings of the present Appeal, this Bench is of the view that it is a fit case for the restoration of the name of the company.

Accordingly, this Appeal is allowed and the restoration of the Appellant Company’s name, i.e. M/s Realearth Colonisers Private Limited, in the Register of Companies maintained by the RoC, is hereby ordered subject to prior submission to the RoC of physical copies of financial statements for the intervening period, from the financial year 2018-19 to the till date, for the satisfaction of the RoC in respect of the format and requisite content of the said financial statements besides complying with the provisions of the Act. Further, this order will be subject to payment of costs of (1) ₹15,000/- to be paid in favour of “The Prime Minister’s National Relief Fund”, (2) ₹15,000/- to be paid in the Online Miscellaneous fee account of Ministry of Corporate Affairs within three weeks from the receipt of the duly certified copy of this order. In the event of any liabilities being determined in respect of the Company by any authorities, including the Income Tax Department, they may proceed in this regard, in accordance with applicable law.

This Appeal is disposed of on the terms directed above. The RoC shall give effect to this order after ensuring compliance of tendering of cost. The company is directed to file all the required documents and shall fulfil all other relevant statutory compliances, in accordance with law within 30 days from the restoration of its name in the Register of Companies maintained by the RoC. Consequent to the restoration of the name of the Company, it shall be deemed to be operational in all respects, as if the name of the company had not been struck off under Section 248 of the Companies Act, 2013. The RoC is directed to mark the DIN of the directors of the Company as ‘Active’, provided the default by the said directors is limited to the Company under consideration herein, in consonance with the ratio decidendi of the order dated 07.10.2017 of the High Court of Telangana and Andhra Pradesh in the case of Dr. Reddy’s Research Foundation Vs. Ministry of Corporate Affairs (Writ Petition 32575 of 2017) and also directions passed by Hon’ble High Court of Judicature for Rajasthan, Jaipur in an order dated 26.04.2018 in the case of Niranjan Kumar And Anr Vs. Union Of India And Anr (S.B.Civil Writs No. 8899/2018). Alternately, the RoC is directed to facilitate urgent addition of new directors under Section 167(3) of the Act, through backend processing, per directions vide F.No.03/73/2017/CL-II dated 07.10.2017 of the Joint Director, Ministry of Corporate Affairs.

Certified copies of this order be communicated by the Registry to the Appellant and the Registrar of Companies, Jaipur.