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2020 (9) TMI 706 - Tri - Companies LawRestoration of the name in the Register maintained by the Registrar of Companies, Maharashtra, Pune (RoC) - section 252(3) of the Companies Act, 2013 read with rule 87-A of National Company Law Tribunal Rules, 2016 - HELD THAT - It appears that the petitioner company had entered some business dealings in respect of some other land with a company, Synergyone Infradevelopers Private Limited. Following disputes, Synergyone Infradevelopers Private Limited filed a complaint with the police authorities, who registered a First Information Report (FIR) against the petitioner company and its directors for cheating, criminal breach of trust, fraud and misappropriation of funds - On 23.05.2018, the Petitioner Company addressed a letter to Janta Land Promoters Private Limited, the company entrusted with the construction of the school on the allotted site, requesting for an update on the status of construction. A letter dated 23.08.2018 has been placed on record, wherein Janta Land Promoters Private Limited, the allotters of the site, have requested the Petitioner Company to pay the remaining sum immediately so that the possession of the site can be delivered. It is observed that the Petitioner Company has invested ₹ 6,75,00,000/- (Rupees six crore and seventy-five lakh only) for allotment of a School site with Janta Land Promoters Private Limited. It has been maintaining a bank account with IDBI Bank wherein ₹ 38,40,414/- has been maintained - Under Note 6 of the Notes to Accounts forming part of the Balance Sheet of the Petitioner Company as at 31.03.2019, the advance ₹ 6,75,00,000/- paid to Janta land Promoters Private Limited against the Memorandum of Understanding has been reflected. In BASANT KUMAR BERLIA AND ASHOK AGARWAL VERSUS REGISTRAR OF COMPANIES, KOLKATA AND M/S HORIZON ISPAT COMPANY PRIVATE LIMITED 2019 (4) TMI 738 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI , while considering a similar case where there was no revenue from operations, the Hon ble National Company Law Appellate Tribunal, observed that in the light of huge investment made by the company and above reasons, it would be just that the name of the company is directed to be restored. Petition allowed.
Issues:
1. Restoration of name in the Register of Companies under section 252(3) of the Companies Act, 2013. 2. Failure to file Financial Statements and Documents. 3. RoC's decision to strike off the company's name under section 248 of the Companies Act, 2013. 4. Petitioner's submission of audited accounts and documents. 5. RoC's sequence of events leading to striking off the name of the company. 6. Lack of revenue from operations. 7. Investment and business dealings of the petitioner company. 8. Observations on the petitioner company's financial transactions. 9. Application of legal precedent in a similar case. Analysis: 1. The Petition filed under section 252(3) of the Companies Act, 2013 sought the restoration of the company's name in the Register of Companies maintained by the RoC, Maharashtra, Pune. The petitioner, Skyrise Infracon Private Limited, cited internal disputes as the reason for failing to file necessary documents since its incorporation, leading to the RoC striking off the company's name under section 248 of the Act. 2. The RoC's decision to strike off the company's name was based on the company's failure to file Financial Statements and Documents for six years since its incorporation. The RoC presumed that the company was not carrying on any business and had not applied to declare itself as a Dormant Company under section 455 of the Companies Act, 2013. 3. The Petitioner submitted audited accounts and documents, including bank statements and a letter confirming the allotment of a School Site, to support its case for restoration. The Petitioner also highlighted that the name was struck off unintentionally due to internal disputes, which were later resolved. 4. The RoC's sequence of events leading to striking off the company's name included issuing notices and receiving no objections against the proposed action. The RoC proceeded with striking off the name and published the dissolution order on the Ministry's website. 5. Despite the lack of revenue from operations, the Petitioner company had made significant investments and business dealings, including an application for a school site allotment and transactions with another company, which led to disputes and legal actions against the petitioner company and its directors. 6. The Petitioner's financial transactions, including investments in the school site allotment and maintenance of bank accounts, were thoroughly examined. The Petitioner had invested substantial amounts and had pending payments related to business dealings, indicating ongoing financial commitments. 7. The Tribunal referred to a legal precedent where a similar case was considered, and the National Company Law Appellate Tribunal directed the restoration of a company's name based on substantial investments made by the company. Applying this precedent, the Tribunal concluded that the petitioner company deserved restoration in the interest of justice. 8. The Tribunal allowed the Petition for restoration with specific terms, including payment of costs to the RoC and filing of pending financial statements and Annual Returns. Upon compliance, the Registrar of Companies was directed to issue communications for defreezing the accounts of the Petitioner Company, resolving the matter comprehensively.
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