Sandhu Properties Private Limited Vs Registrar Of Companies, Nct Of Delhi & Haryana

Manni Sankariah Shanmuga Sundaram, Member (Judicial)

1. The present appeal has been filed by the Appellant Company i.e. M/s Sandhu Properties Private Limited under Section 252(1) & (3) of the Companies Act, 2013 for restoration of name of the company, which was struck off by the Registrar of Companies, NCT of Delhi and Haryana (Respondent) vide Public Notice ROC-DEL/248(5)/STK-7/4865 dated 08.08.2018 (company name appears in Sr. No. 18338 in the impugned order).

2. Brief facts of the case, as mentioned in the instant company appeal, which are relevant to the issue in question, are as follows: -

a) The Appellant submits that the company i.e., M/s Sandhu Properties Private Limited was incorporated on 19.03.1993 under the Companies Act, 1956 bearing CIN: U70101DL1993PTC052685, having its registered office situated at 7, Vasant Enclave, Delhi-110057.

b) The Appellant Company submitted that the company has regularly maintained books of accounts of its business affairs and audited every year from the date of its incorporation. The summary of results of business affairs of company in last three years: -

c) The Appellant Company has been regularly e-filed Income tax returns for the assessment years 2016-17, 2017-18 and 2018-19 with Income Tax Department. The same is on record.

d) The appellant declared that no matter regarding with this Appeal has not been pending before any Tribunal of law or any other Authority.

3. Vide order dated 21.09.2021 the appellant was directed to bring additional documents on record in support of the petition. In compliance of order dated 21.09.2021, the appellant has placed arbitration award dated 15th June, 2016 stating that the appellant’s group/associate companies were into an ongoing litigation for the investments made towards land bank of 550 acres since 1996. The same is placed on record.

4. Vide order dated 06.02.2024 passed by this Tribunal, the Ld. Counsel for the Registrar of Companies as well as the Income Tax Department had appeared and stated that they have no objection in allowing this appeal.

5. Heard. Record has been thoroughly perused. We observe that the Appellant in order to sustain his case, has placed reliance on the following documents: -

a) Copy of Income Tax Return Acknowledgment for the Assessment Year 2016-17, 2017-18 and 2018-19.

b) Copy of arbitration award dated 15th June, 2016

6. At this juncture, it will advantageous to examine the requirement of Section 252(3) of the Companies Act, 2013 insofar as grant of relief to the appellant is concerned. The Section 252 (3) of the Act is reproduced below for better appreciation:

“252. Appeal to Tribunal. –

(1) …………………………..

(2) …………………………..

(3) If a company, or any member or creditor or workmen thereof feels aggrieved by the company having its name struck off from the register of companies, the Tribunal on an application made by the company, member, creditor or workmen before the expiry of twenty years from the publication in the Official Gazette of the notice under subsection (5) of section 248 may, if satisfied that the company was, at the time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off from the register of companies.”

7. In connection with the non-filing of statutory records, it is pertinent to refer to the findings of Hon’ble High Court of Delhi in the matter of Mace Platronics Pvt Ltd Vs ROC, reported in (2010) 104 SCL 277 (Del), wherein it was held that:

 “When the name of the company was struck off after following the prescribed procedure for non-filing of statutory records, even though the contentions of the company that the officials entrusted with responsibility of filing documents had failed to do so cannot be accepted yet since the company was a running company and the application had been filed in time, the court had power to restore the name of the company.”

8. Hence, upon considering the facts and circumstances of this present petition, this bench is of the view that it would be just and fair to order restoration of the name of the struck off Company namely M/s Sandhu Properties Private Limited in the Register of Companies maintained by the ROC.

9. Accordingly, this Petition is allowed. The restoration of the Company’s name to the Register of Companies maintained by the ROC, is hereby ordered, subject to the following directions namely-

a) The restoration of the Company’s name i.e., M/s Sandhu Properties Private Limited is subject to the payment of cost of Rs. 2,00,000/-(Rupees Two Lakhs Only) to be paid to the Registrar of Companies, NCT of Delhi and Haryana. The name of the Company shall then, as a consequence, stand restored to the Register of the Registrar of Companies, as if the name of the company has not been struck off in accordance with Section 248(1) of the Companies Act, 2013.

b) The Registrar of Companies, NCT of Delhi & Haryana (Respondent) is directed to restore the original status of the Appellant Company as if the name of the company has not been struck off from the Registrar of Companies with resultant and consequential actions like changing status of the company from ‘struck off’ to “Active”.

c) The Appellant is directed to file all pending statutory document(s) including Annual Returns and Balance Sheets in default along with prescribed fee/additional fee/fine as prescribed under the Companies Act, 2013 within 45 days from the date on which its name is restored on the Register of Companies by the ROC, NCT of Delhi and Haryana (Respondent). Consequently, thereupon the bank account/s if any subject to freeze shall get de-freezed and to be operated by the company.

d) The Appellant is directed to submit a certified copy of this order to ROC, NCT of Delhi and Haryana within thirty days (30) of the receipt of this order.

e) This order is confined to the violations, which ultimately leads to the impugned action of striking of the name of the Company M/s Sandhu Properties Private Limited, and it will not come in the way of Respondent to take appropriate action(s) in accordance with law, for any other violations/offences, if any, committed by the Appellant company prior or during the striking off of the said Company.

f) Resultantly, the present appeal i.e., Company Appeal No. 79/252/ND/2021 stands allowed with aforesaid terms.

Let the copy of the order be served to the parties. File be consigned to records.