Sabhyata Investments Private Limited vs Registrar Of Companies And Ors

L.N. Gupta, Member (T)

This Appeal has been preferred by M/s. Sabhyata Investments Private Limited and, invoking provisions of the Section 252 of the Companies Act, 2013 for restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana.

As per the averments, M/s. Sabhyata Investments Private Limited was incorporated on 29.07.1986 with its registered office at C-132, 1st Floor, Greater Kailash-1, New Delhi-110084, having CIN No. U74899DL1986PTC024959, within the jurisdiction of this Tribunal.

Appellant has submitted that a sweeping action was initiated by the RoC at the instance of MCA in striking off the names of several Companies, which failed to file their Statutory Returns. The Appellant had failed to file its Annual Returns and Financial Statements after the year ending 31.03.2014, thereby, giving rise to the surmise that the business of the Company was not in operation. Consequently, its name was struck off by the Respondent from their Register of Companies under Section 248 of the Companies Act, 2013 on 08.08.2018.

The Appellant admits their default in carrying out the statutory compliances but submits that the same was due to lack of professional guidance, inadvertence and oversight. The Appellant has averred the following :

"K. The Appellant avers that the accounts of the appellant company were prepared and audited and that the company had engaged the services of a Company Secretary & other Professionals to prepare the accounts and perform the task of filing the returns with the office of the Registrar of Companies and did not reveal this fact to the Directors of the appellant company. It is further submitted that it was only in year, 18.06.2018, when the letter issued by Government of India received by the petitioner. The petitioner immediately approach to the aforesaid professionals to know the actual status then he came to know that the annual return & other compliances had not been done as well as the fact that the appellant company's name had been struck off the Register maintained by the Respondent No. 1, was known to the appellant company."

The Appellant submits that it has certain assets, which necessitate restoration of its name in the record of RoC. In order to corroborate this submission, the Appellant has placed before us the following evidence:

I. Copy of the Audited Balance Sheets for the Financial year 2014-15 and 2016-17 which indicates revenue from operations being Rs. 9,48,000 as on 31.03.2017.

II. Copy of Bank Statement issued by HDFC Bank from 05.01.2019 to 29.03.2019 showing operation in their account and credit balance.

III. Copy of the Income Tax Returns filed for A.Y. 2015-16, 2017-18 and 2018-19.

IV Copy of Sale Deed dated 05.08.2002 of the property measuring 200 Sq. Yards (out of total land admeasurig 800 Sq. Yards), out of Khasra No. 809/2, situated in village Kilokri, Tehsil Mehrauli, New Delhi, now known as Property No. A-4, Temur Nagar, New Delhi executed on 05.08.2002 by Smt. Gurdayal Kaur in favour of the Appellant Company.

The Registrar of Companies in its reply have stated that they do not have any objection, if the name of the Company is restored on proving by the Company that it was carrying on business or was in operation and the Company be also directed to file financial statements up to date with appropriate filing and additional fees.

The Income Tax Department has not filed its reply despite several opportunities.

The provisions under Section 252 of the Companies Act, 2013, pertaining to restoration of the name of the Company provide that if the Tribunal is satisfied that the Company was at the time of its name being struck off carrying on business or was in operation or otherwise it is just that the name of the company be restored to the Register of Companies, it may order the name of the Company to be restored to the Register of Companies.

The Appellants through their submissions and arguments have been able to satisfy this Bench that it was in operation before its name was struck off by the ROC in its register. Further, the Appellant Company has certain assets and liabilities which necessitate and justify restoration of its name in the Register of Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures.

Accordingly, the Petition is allowed subject to payment of cost of Rs. 25,000 to the Prime Minister Relief Fund, the proof of which will be furnished by the Appellant to the Registry of this Tribunal as well as RoC within 15 days. The Registrar of this Tribunal shall maintain the information about such deposits in a separate Register.

The restoration of the Petitioner Company's name in the Register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of all formalities, including payment of any late fee or other charges which are leviable by the respondent for the late filing of statutory returns. The name of the petitioner company shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name of the Company had not been struck off.

The direction for freezing the Bank Account(s) of the Appellant Company, if on this ground, shall consequently be also set aside immediately to enable the company to carry out its business operations. Compliance of this order for restoration shall be made by the respondent with all its consequent effects within two weeks of necessary compliance by the Appellants.

The Appeal is disposed off accordingly.

Let the copy of the Order be served to the parties.