Sprinkle Properties Private Limited Anr Anr. vs Registrar Of Companies, Mumbai

This present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (Act) by SPRINKLE PROPERTIES PRIVATE LIMITED

through its Director Mr. Ghewarchand Jogani Lalchand praying for restoring the name of the company in the Register maintained by the Registrar of

Companies, Mumbai (RoC).

The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:

“To enter into, manage, undertake, carry on and engage in the business of trading in Real Estate including flats, shops, godowns, ware-

house, land and commercial properties, and Real Estate Development, Land Development, Area Estate and Site Development, and to carry

on the Business as Planners, Builders, Real Estate Developers, Architects and Civil Engineers, Contractors, Real Estate Brokers, Agents,

Brick Makers, and to build/construct own, operate, maintain, manage, control and administer, Earth Works, farmhouses, Parks, Gardens,

Row-houses, Duplex Apartments, Residential or Industrial building complexes, Retail Stores, Shopping Centers, Market Yards and deal in,

manage and carry on all types of businesses and profession related to land dealings, buildings, farms, estates, properties, areas and sites

.â€​

The Petitioner submits that the company was incorporated on 23.10.2009 under the Companies Act, 1956. The Company has failed to file its

Financial Statements 2015-2016, 2016-2017 and 2017-2018 i.e. for three years. Therefore, the Registrar of Companies, Mumbai, formed an opinion

that the Company is not carrying on any business and it has also not applied to declare itself as Dormant Company under section 455 of Companies

Act, 2013. On such presumption that the Company is not carrying on any business or operation, the RoC struck off the name of the Company from

the Register of Companies under Section 248(5) of the Companies Act, 2013.

The Petitioner submits that the Annual Returns and Financial Statements could not be filed due to inadvertence. Further, the Petitioner submits that

as the Directors and Promotors are from rural background they had not sought professional help hence, they were unable to file the required statutory

documents.

The annual accounts of the Company were prepared and duly audited as prescribed under Companies Act, 1956/2013. The same were also been

adopted and approved by the Board of Directors as well as Shareholders of the Company at duly convened Board Meetings & Annual General

Meetings of the Company. The Petitioner Company has enclosed the audited accounts for the Financial Year ended 2015- 2016, 2016-2017 and 2017-

2018. The Petitioner submits that the Company is a going concern and carrying on its business operations since its incorporation. The Petitioner

submits that they have been active since incorporation.

The Petitioner Company has also enclosed copies of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the

Assessment Years 2018-19, 2017-18, and 2016-17.

The Respondent, Registrar of Companies submitted his Affidavit which was received by NCLT, Mumbai Bench on 02.05.2019 explaining the

following sequence of events leading to the striking of the name of the company:

(a) The Respondent side issued Notice in Form STK-1 to the company and its directors informing the intention of the Registrar to strike off the name

of the Company and requesting them to submit a cause contrary to the said action within thirty days.

(b) Further, as required under rule 7 of the Companies (Removal of Name) Rules, the name of the Company was published on the website maintained

by the Ministry vide STK-5 dated 03.10.2018 and issued notices not only to the Company and the Directors of the company, but also to all

stakeholders concerned so as to receive their objections to the said intention of the Registrar to remove the name of the company.

(c) In addition to the publication of the name of the Company on the website of the Ministry, the name was also published in the Official Gazette and

in leading English newspaper “Times of India†and a widely circulated regional language in Marathi newspaper “Maharashtra Times†on

11.10.2018.

(d) Respondent further submits that in the absence of any representation against the proposed strike off action, the Registrar struck off the name of

the company on 04.12.2018 and the dissolution order was published on the website of the Ministry vide STK-7 on 14.12.2018.

Upon perusal of the audited accounts submitted by the Petitioner Company, it is observed that the Petitioner Company has Long term borrowings of

Rs. 30,581,112/- and has Current Assets of Rs. 30,986,149/-, for the Financial Year 2017-2018. The Company has inventories (work in progress of

Rs.2.82 Crores approximately) i.e. for the Financial Year 2017-18.

The Petitioner states that the company acquired Tenancy Rights of a Commercial Premise after paying Rs. 1,50,00,000/- (Rupees One Crore and

Fifty Lakh Only) and owns the Tenancy Rights of this Commercial Premise. The Agreement along with the electricity bill is attached as Annexure-

XVII of the Petition.

Given the above facts and circumstances and in the interest of justice the name of the company deserves to be restores in the Register of

Companies maintained by the Respondent Registrar of Companies.

ORDER

Company Appeal CP No. 781/252(1)/MB/C-II/2019 filed by Appellant/Petitioner Sprinkle Properties Private Limited, through its Director Mr.

Ghewarchand Jogani Lalchand, seeking restoration of the company’s name in the Register of the Companies maintained by the Registrar of

Companies, Mumbai is allowed with the following terms.

The Respondent is directed to restore the name of the Petitioner 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 “Prime Minister’s National Relief Fund†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.