Shikha Apartments Pvt. Ltd. vs Registrar Of Companies And Anr.

This Appeal has been preferred by Smt. Prem Lata Anand, Shareholder (hereinafter referred to as the 'Appellant') of the struck off Company

namely, M/ s Shikha Apartments Private Limited (hereinafter referred to as the 'Appellant Company') invoking the provision of Section 252(3) 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, Shikha Apartments Private Limited was incorporated on 25.10.1988 with CIN No. U74899DL1988PTC033646 having its

registered office at the Hotel Continental Annexe, 2nd Floor Behind Gay Lord Restaurant, Connaught Place, New Delhi-11000, within the jurisdiction

of this Tribunal.

That the Appellant Company has the following main object as set out in the Memorandum of Association of the Company:

To act as builders, civil contractors, civil engineers, real estate developers, colonizers and estate agents"".

It is submitted by the Appellant that the RoC Delhi and Haryana, struck off the Appellant Company's name from the register due to defaults in

statutory compliances, namely failure to file Financial Statements & Annual Returns since 31.03.2014 Consequently, the RoC initiated proceedings

under Section 248 of the Companies Act, 2013 and struck off the name of the Appellant Company from its register on 08.08.2018. The name of the

Appellant Company appeared at serial no. 19183 of the list of companies, whose names were sought to be struck off due to default in Statutory

compliances.

That the Appellant has averred the following in her appeal:

4.2 That is submitted that in the month of September 2016 due to prolonged disease Mr. Tilak Raj Anand abode to heaven. That since 2013

the management of the affairs of the company was looked by other two directors. A copy of death Certificate of Mr. Tilak Raj Anand is

annexed herewith as Annexure A-3.

4.3 That the prior to illness of Mr. Tilak Raj Anand the company was actively doing its business and regularly filing the annual return

before the Respondent which can be evidenced form the master data of the company that the company was filed its Annual return till 2013.

4.4 That after the illness and death of Mr. Tilak Raj Anand the other director was managing the affairs of the company. It is flirt her

submitted that as the appellant is shareholder of the company when the appellant is enquired the status of the company it is shocking to

know that the company was strike off by the registrar and even the other two director has resigned from the company by filing of the Form

DIR-11 without the knowledge of the appellant and the company. The above said form reveals that the other two directors have resigned

from the company from 04.7.2015. A copy of DIR- 11 of the respective director is enclosed herein as Annexure A-4.

4.5 That the company has been actively doing business since its incorporation and has been also maintaining its registered office at New

Delhi. The present address of Registered Office of the Comvanu is Hotel Continental, annex, 2nd floor behind Gay Lord Restaurant,

Connaught Place New Delhi 110001. Under no circumstances, it could be assumed that the company was not doing any business.

4.6 That the company was doing its business and in operation since its inception. It is pertinent to mention that when the appellant enquired

the assets of the company the appellant found that there is a land in the name of the company situated at Meerut. It is submitted that the

company has an asset in the form of land and building and under no circumstances it could be assumes that the company was not in

operation. It is further submitted that as the Appellant is shareholder of the company the appellant would like to revive of the company in

order to pursue the main object of the company. A copy of the registered sale deed agreement dated 20.07.2011 is annexed herein as

Annexure A-5.

That the Appellant has placed on record the following documents to corroborate that it was in operation :

(i) Copy of Income Tax Returns for the Assessment year 2011-12 to 2014-15.

(ii) Copy of Audited Balance Sheets for the Financial Years from 2009-10 to 2012-13.

(iii) Copy of Bank Statement of the Financial year 2012-13.

(iv) Copy of Sale Deed executed on 30.06.2008 depicting a club plot measuring 2421 square meters recorded in Khasra No. 29, 30 & 50 situated at

Anand Niketan, Revenue Village Peelana, Saufipur Pargana and Tahsil & District Meerut.

That the Income Tax Department has filed its reply and submitted that there is no demand or proceedings pending against the Appellant Company.

That the RoC has also filed its report and submitted that:

That the Respondent most respectfully submits that the action of striking off of the present Company was legal and justified and was the

result of the operation of the law, as the company was not carrying on any operations for a period of two immediately preceding financial

years (as indicated by non-filing of the financial statements of the Company for two or more years)

The provisions pertaining to restoration of the name of the Company are provided in the Section 252(3) of the Companies Act, 2013, which, inter

alia, includes that if a company is carrying out its business or in operation or otherwise it is just that the name of the company be restored, this Tribunal

can order the RoC to restore the name of the company in the Register of Companies.

The main asset of the Appellant Company is the Agricultural land. Here, it is worthwhile to refer to the following paragraphs of the Judgement of

Hon'ble High Court of Gauhati in the matter of Fellpact Private Limited Ors Vs The Registrar of Companies and Ors. Co Pet 24 of 2012 dated

05.06.2017:

…….The ownership of such a big estate is indicative of the fact that if there is no owner of any land, there is every likelihood of the

said land will waste away by encroachment or otherwise or it will become a den for anti-social activities. Fraudulent sale of land in our

Country is not uncommon, which would be revealed from the perusal of innumerable case reports where land involved in the suit or

proceeding was illegally and fraudulently transferred.

For all these reasons, I am of the considered opinion that this application deserves to be allowed and consequently, the name of the

Petitioner No.1 Company, i.e. Felpact Private Limited is ordered to be restored to its original status, as if the name of the Company had not

been struck off

In view of the above and the circumstances as narrated by the Appellant, it would be just and fair to allow restoration of the name of the

company. The Appeal is allowed subject to payment of costs of Rs.50,000 (Fifty Thousand) only to the Prime Minister's Relief Fund, the proof of

which will be furnished by the Appellant to the Registry of this Tribunal within 07 days. The Registrar of this Tribunal shall maintain the information

about such deposits in a separate E-register. The restoration of the Appellant 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 respondents for the late filing of statutory returns. The name of the Appellant Company i.e., Shikha Apartments Private

Limited shall then stand restored in the Register of the Registrar of Companies (RoC), as if its name 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 carry to out its business operation. Compliance of this order for restoration shall be made by the Respondent no. 1 with all its

consequential effects within one week of all compliances made by the Appellant.

The Appeal is allowed accordingly. Let the copy of the Order be served to the Parties.