1. This present Petition has been filed under Section 252 (1) of the Companies Act, 2013 (Act) by Rahjunath Bhagwat and Others through its Power
of Attorney holder Mr. Sachin Raghunath Bhagwat, praying for restoring the name of the company in the Register maintained by the Registrar of
Companies, Pune (RoC), of Rajiv Raman Developer & Constructions Private Limited.
2. The Petitioners in the matter are not the directors or shareholders of the company but are concerned and aggrieved by an order of the Registrar of
Companies notifying the Respondent No. 2 company as dissolved under section 248.
3. The Petitioners submits that the Petitioners are in the process of filing a civil suit against Respondent No. 2 company and others for specific
performance. However, the Respondent No. 2 company is dissolved pursuant to the order of the Registrar under section 248, therefore, the petitioners
are unable to make the Respondent No. 2 company a necessary party to the suit. Therefore, the petitioners are filing this petition seeking directions
from this Tribunal to give appropriate directions for restoration of name of the Respondent No. 2 company.
RELEVENT BACKGROUND
4. The Petitioners are successors in title to the land bearing survey number 120(part), admeasuring 1730.02 Square meters (17 Gunthas), pursuant to
the Lease Deed executed on 4th December 1919 by one Shri. Laxmanrao Rangrao Shirole in favour of Dr. Vishnu Vaman Bhagwat for a period of
99 years. The said Lease Deed was registered on 8th December 1919 in the office of the Joint Sub-Registrar Haveli No. 2, Poona at Serial No. 2286.
(The said land is hereinafter referred for the sake of brevity as “the Propertyâ€). The original lease deed is in Marathi. The petitioners crave leave
to submit the English translation of the lease deed, if so directed by this Hon'ble Bench.
5. As per Clause 4 of the Lease Deed, the right to renew the Lease after the expiry of the initial period of Lease, for a further period of 99 years was
conferred on the Lessee i.e. Dr. Vishnu Vaman Bhagwat.
6. Dr. Vishnu Vaman Bhagwat expired on 19th November 1954 intestate leaving behind his two sons Shri Bhaskar Vishnu Bhagwat and Shri Ganesh
Vishnu Bhagwat, as successors in title to the Property.
7. On 24th September 1963, Shri. Laxmanrao Rangrao Shirole partitioned his assets and allotted ownership of the Property to his son, Shri.
Yashwantrao Laxmanrao Shirole vide applications dated 28th August 1963 and 23rd September 1963.
8. On 9th April 1968, Shri. Ganesh Vishnu Bhagwat expired intestate leaving behind his wife, Smt. Saraswati Ganesh Bhagwat, married daughter
Mrs. Kamal Ramchandra Athalye, two sons, Shri. Devdatta Ganesh Bhagwat and Shri. Umesh Ganesh Bhagwat as successors in title and interest to
the Property. The names of the successors in title were duly recorded in the Property Register. The copy of the property card extract is attached to
this petition. The property card extract attached is in Marathi.
9. On 18th June 1971, Smt. Saraswati Ganesh Bhagwat expired and her name was mutated from the Property Register.
10. On 21st April 1980, Mrs. Kamal Ramchandra Athalye relinquished/rescinded her rights in succession/title and interest in the Property vide her
written submissions.
11. On 18th February 1988, Shri. Yashwantrao Laxmanrao Shirole partitioned his assets and allotted ownership of the Property to his sons, Shri.
Ashok Yashwant Shirole, Shri. Vikas Yashwant Shirole and Shri. Vijay Yashwant Shirole, whose names were recorded in the Property Register on
1st April 1990.
12. On 15th April 1988, Shri. Bhaskar Visnu Bhagwat expired intestate leaving behind his wife, Smt. Sushila Bhaskar Bhagwat and his Seven sons
and two daughters, namely, Shri. Raghunath Bhaskar Bhagwat, Shri. Bhalchandra Bhaskar Bhagwat, Shri. Sharadchandra Bhaskar Bhagwat, Shri.
Vinaychandra Bhaskar Bhagwat, Shri. Subhashchandra Bhaskar Bhagwat, Shri. Bipinchandra Bhaskar Bhagwat, Smt. Vinaya Vidyadhar Degvekar,
Shri. Shrikrishna Bhaskar Bhagwat and Smt. Madhuri Bhaskar Bhagwat. The names of the successors in title were duly recorded in the Property
Register on 4th July 1988.
13. On 27th May 2004, Smt. Sushila Bhaskar Bhagwat expired and her name was mutated from the Property Register. On 30th November 2016, Shri.
Bhalchandra Bhaskar Bhagwat expired intestate leaving behind his wife, Smt. Manjita Bhalchandra Bhagwat and daughters Ms. Nish Bhagwat
Beckhorn and Ms. Shalaka Bhagwat. The names of the successors in title were duly recorded in the Property Register on 19th June 2018.
14. On 5th August 2017, Shri. Sharadchandra Bhaskar Bhagwat expired intestate leaving behind his wife, Smt. Swati Sharadchandra Bhagwat,
married daughters Mrs. Shilpa Shailesh Joshi and Mrs. Anika Ameet Lele. The names of the successors in title were duly recorded in the Property
Register on 19th June 2018.
15. Sometime around April 2011, it was learned that, on 16th December 2010, by a Deed of conveyance, Shri. Ashok Yashwant Shirole, Shri. Vikas
Yashwant Shirole and Shri.Vijay Yashwant Shirole had sold the said Property to Respondent No. 2 company and another company called Metaltek
Techno-Projects (India) Private Limited (""hereafter for the sake of brevity referred to as 'co-owner company'). Copy of the deed of conveyance
obtained by the petitioners from the office of the joint sub-registrar is attached as Annexure to this petition.
16. The Deed of conveyance appears to have been registered in the Office of the Joint Sub-Registrar Haveli No. 11 at Serial No. 11683 on 16th
December 2010. However, neither Respondent No. 2 Company or co- owner company, nor Shri. Ashok Yashwant Shirole, Shri. Vikas Yashwant
Shirole and Shri. Vijay Yashwant Shirole intimated the fact of execution of the Deed of Conveyance and registration thereof to the Petitioners.
17. On 18th February 2011, Respondent No. 2 company and the co-owner company were recorded as the Joint Owners of the Property, in the
Property Register.
18. On 4th August 2014, it appears that Respondent No. 2 company sold 2% of its undivided share in the Property to the co-owner company vide Sale
Deed registered at Haveli - II at Serial No. 5960/2014 dated 4th August, 2014, which was recorded in the Property Register on 28th May 2015. It
may be noted that the fact of execution of the said Sale Deed was never communicated to the Petitioners by Respondent No. 2 company or the co-
owner company. The copy of the sale deed obtained by the Petitioners from the office of the joint sub-registrar is attached as Annexure.
19. The petitioners till receiving the knowledge about the said sale in the year 2011, had paid lease rents to Shiroles till December 2011. After
receiving the knowledge about the sale, the petitioners in good faith started paying lease rent of Rs. 161.50/- (Rupees One Hundred Sixty- One and
Paise Fifty Only) per annum to the Respondent No. 2 and the co-owner company from time to time. Since the year 2011, the petitioners, made all
possible and sincere efforts to pay lease rent to both, Respondent No. 2 company and the co-owner company, in equal share as well as full amount to
each of them, however, the co-owner company did not accept the payment and the payment made to Respondent No. 2 company was returned by the
postal authorities with the remark Addressee left'. The co-owner company also refused to give the present address of the Respondent No. 2 company
and its Directors to the petitioners. The letters sent by petitioners to Respondent No. 2 company from time to time as being voluminous and hence has
not been attached for sake of brevity and petitioners crave sought leave to produce the entire set of correspondence, if so, is directed by this Tribunal.
20. It is submitted that on 17th October 2017, District Superintendent of Land Records, vide an interim order dated 17th October 2017 made on
Appeal Nos. 346 and 347, stayed actions on the endorsements of entries in the Property Register regarding Deed of Conveyance of the Property
dated 16th December 2010, which was executed by Shri. Ashok Yashwant Shirole, Shri. Vikas Yashwant Shirole and Shri. Vijay Yashwant Shirole in
favour of Respondent No. 2 company and the co- owner company and re-instated the names of Shri' Ashok Yashwant Shirole, Shri. Vikas Yashwant
Shirole and Shri. Vijay.Yashwant Shirole of the said Property.
21. It is contended by the Petitioner that these facts were never communicated to them by the concerned parties or the government authorities.
Hence, the Petitioner are not aware of the true ownership of the Lessors of the Property till date of filing the present Petition.
22. As the petitioners were not made aware of the present position of the lessors of the property, the petitioner sent the letter of renewal/ extension of
lease dated 20th November 2018 to Respondent No. 2 company, co-owner company (Metaltek Techno Projects (India) Private Limited) and also to
Shri. Ashok Yashwant Shirole, Shri. Vikas Yashwant Shirole and Shri. Vijay Yashwant Shirole. The letter of intimation was delivered to all the
addressees except Respondent No. 2 company. Till date, no response has been received from any of the addresses to the said letter.
23. It is further contended that Petitioners are in the process of initiating proceedings in the Civil Court of Pune, against the Respondent No. 2
company and its directors, co-owner company (Metaltek Techno Projects (India) Private Limited), Shri. Ashok Yashwant Shirole, Shri. Vikas
Yashwant Shirole and Shri. Vijay Yashwant Shirole for specific performance of contract of renewal/ extension of lease of Property for a further
period of 99 years.
24. The Petitioners contends that while making preparations for the drafting of the suit against the company. It came to their notice that the Registrar
of Companies, Pune, had vide Gazette notification (published in the Gazette of India dated 22 July,20l7) has struck off and dissolved Respondent No. 2
company from its statutory register of companies as maintained by his office as per the provisions of Section 248(1) of the Companies Act, 2013.
Entry number 7300 of STK-5 Notice dated 27 April 20l7 published on 20 May 2017 and entry number 6297 of STK-7 Notice dated 11th July 2017
published on 22 July 20l7 having mention of Respondent No. 2 company. The relevant pages of the gazette notifications are attached as Annexure7 to
the present Petition.
25. Since Respondent No. 2 stood dissolved, the Petitioners are not in position to make Respondent No. 2 a party to the proposed civil suit and other
proceedings in the suit seeking specific enforcement against Respondent No. 2 company through the Civil Court.
26. It is submitted by the Petitioners that the company was incorporated on 25.04.2007 under the Companies Act, 1956 to carry out the following
objects:
“To carry on in India and abroad the business as civil engineers, construction, contractors, architects and planners of townships
residential and industrial complexes, educational institutions information technology parks, bio- technology parks, Agri-tech parks, food
processing parks, shopping malls, â€
27. In response to the present appeal the Respondent No. 1, Registrar of Companies has filed Affidavit in reply on 16.10.2019 explaining the following
sequence of events which lead to strike off the name of the company:
(a) This office issued STK 1 notice on 11th March 2017 regarding Removal of the name of company with direction to submit any representation
against the striking off the name of company within a period of 30 days from the date of notice. No reply received either from the Respondent No. 2
or its directors till the struck off the Company from the name of the register of Companies. It is further submitted that the respondent has given the
sufficient opportunity to Respondent No. 2 for comply the provisions of Companies Act 2013 by filing Annual Return and Financial Statement of
Company after receiving notice STK1 dated 11th March 2017 up to notice STK 7 dated 11th July 2017 strike off the name Company, accordingly
action initiated for final struck off the company.
(b) That the company i.e. Respondent No. 2 had failed in filing of its to its Financial Statements and Annual Returns for the Financial Years i.e., 2014-
15, 2015-16 and 2016- 17 for three years respectively neither filed the Application with in such period for obtaining the status of a dormant company
under Section 455 of Company Act. The Ministry of Corporate Affairs vide letter No.3/53/2017-CL dated 17th February 2017 directed RoC to initiate
action under section 248 of the Companies Act, 2013 against those companies had failed to file the financial statement and Annual Return
continuously two financial years. Thus, the name of Respondent company got struck off by the RoC, Pune on 22.07.2017 through Gazette notification
dated 22 July, 2017 and dissolved the Respondent No. 2 company from its statutory register of Companies maintained by him under the provisions of
Section 248(1) of the Companies Act,2013.
28. Since Respondent -2 company stands dissolved, the petitioners are not in position to make Respondent No. 2 a party in the suit seeking for specific
enforcement against Respondent No. 2 before the Civil Court. Hence, the present appeal is filed by the Petitioner for limited purpose alone.
29. We have gone through above stated contentions made before us by the Petitioner and RoC. None appeared on behalf of Respondent No. 3 & 4 to
represent the case of the Respondent No.2 company. As per material available in record that there is a property dispute and legal proceedings are
being contemplated in the Civil Court of Pune, against the Respondent Company and its directors, Co-owner company (Metaltek Techno Projects
(India) private limited, Shri Ashok Yashwant Shirole, Shri Vikas Yashwant Shirole. It is also proposed to seek relief from the Court, for making
performance of contract of renewal/extension of lease property for a further period of 99 years by the proposed defendants Respondent No. 2
Company’s etc. Therefore, in the interest of justice the name of the company needs to be restored in the statutory register of Companies
maintained by the RoC, Pune.
30. We examined the merits of the present appeal as per the provisions of Companies Act (Removal of Names of Companies from the Register of
Companies) Rule, 2016 and the relevant provision of the act and settled legal position in this respect for the sake of convenience. The relevant
provision of Companies Act (Removal of name of companies from Registrar of Companies) Rule, 2016 are
“3. (1) The Register of Companies may remove the name of a company from the register of companies in terms of sub-section (1) of
section 248 of the Act:
Provided that following categories of companies shall not be removed from the register of companies under this rule and rule4, namely: -
(i)………….
(ii) ………….
(iii) ………..
(iv) Companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were
completed but prosecutions arising out of such inspection or investigation are pending in the Court;â€
31. In addition to the above, The Hon’ble Delhi High Court, in the matter MA Panjwani v/s Registrar of Companies (2015) 192 Company cases
380 (Delhi) has held that when a company was a Defendant in a case pending before a Civil Court, its name was directed to be restored, because no
justice would have been possible with no body as defendant in the case.
In another decision, The Hon’ble High Court (Telangana and Andhra Pradesh) in the matter of Vedmatic CJ Rao v/s Sree Raj Rajeshwari Paper
Mill Ltd (2016) 198 company cases, 335 (Telangana and Andhra Pradesh). It has been held that when the name of a company was struck off on such
bonafide belief that company was not having any assets but later on it was found that there was acquisition of information about the assets of the
company. In such situation, it was held that Ex-chairman or Shareholder of the company can apply for restoration of the name of the company. It
could be just to do so either to claim the assets of the company or to answer the claim of third parties against the company. Thus, the Registrar was
directed to restore the name of the company.
32. Therefore, the above stated reasons and by considering the peculiar facts and circumstances of the present appeal, we feel just and equitable to
restore the name of company for a limited purpose, in the statutory register of Companies maintained by the Registrar of Companies, Pune so that
Respondent Company can be impleaded as defendant in the Civil suit proposed against it deserve to be allowed. Hence, it is allowed with following
direction:-
(i) The RoC, Pune is directed to restore the name of the Respondent No. 2 company in its statutory register of Companies subject to payment of cost
Rs. 30,000/- (Rupees thirty thousand only) as cost payable in the account of “Prime Minister’s Cares Fund†which shall be payable by the
present Petitioner within thirty days from the date of receipt of an authenticated copy of this order.
(ii) Having the name of the 2nd Respondent company is restored in the statutory register of Companies. It shall file all its pending financial statements
and Annual Returns with fee and late see applicable to the First Respondent RoC within a period of sixty days from the date of receipt of copy of this
order and failing which, this Court may pass consequential order/direction against the Ex- chairman/Director of the company in accordance with the
law.
33. With the aforesaid observation the present company appeal is conditionally allowed and accordingly stands disposed of.
