2022 (1) TMI 19 - Tri - Companies Law

Seeking restoration of the name of the company in the register maintained by the Registrar of Companies - section 252(3) of the Companies Act, 2013 - HELD THAT - The appellant-company is in possession of an immovable asset in terms of land registered in its name basing on which it is seeking restoration of its name in the register of the Registrar of Companies - reliance placed in the judgment of the hon'ble High Court of Guwahati in the matter of FELPACT PRIVATE LIMITED, ANANDA CHANDRA SHARMA VERSUS THE REGISTRAR OF COMPANIES, SHRI BHUPENDRA NATH, SMTI. SUCHITRA CHAKRABORTY, SMTI. HIRAMOTI DEVI, SMTI. SUKRITY BHAGWATI, SMTI. PRABHATY SARMA, SHRI SATYA NATH SARMA, SRI SAMBHU CHARAN BARMAN 2017 (6) TMI 1338 - GAUHATI HIGH COURT where it was held that 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. It would be just and fair to allow restoration of the name of the appellant-company in the register of the Registrar of Companies - the appeal is allowed subject to payment of costs of ₹ 25,000 only to the Prime Minister's Relief Fund as ₹ 25,000 as to the Ministry of Corporate Affairs (MCA), the proof of which will be furnished by the appellant with the Court Officer/Registry of this Tribunal within 7 days.

Issues: Restoration of Company Name in Register of Companies

Analysis:
1. Background and Invocation of Provision: The appellant-company, M/s. Sadbhavna Realtech P. Ltd., sought restoration of its name in the register maintained by the Registrar of Companies, NCT of Delhi and Haryana, under section 252(3) of the Companies Act, 2013. The company was struck off due to non-filing of annual accounts and returns post March 31, 2016, as required by law.

2. Company Details and Objects: The appellant-company was incorporated on March 23, 2011, with specific objects related to acquiring lands and immovable property and managing property development and construction. The company's registered office was within the jurisdiction of the Tribunal.

3. Grounds for Restoration: The appellant attributed the failure to comply with statutory requirements to lack of professional guidance and inadvertent reasons. To support its revival plea, the company submitted documents, including a sale deed of agricultural land, balance-sheets reflecting no revenue, and income tax return acknowledgments for multiple years.

4. Legal Precedents and Tribunal Judgments: The appellant relied on previous Tribunal judgments allowing revival of companies in similar situations, such as Saksham Digital P. Ltd. v. Registrar of Companies and Aleron Electricals India P. Ltd. v. Registrar of Companies.

5. Responses from Concerned Parties: The Income-tax Department, during the final hearing, expressed no objection to the appeal's approval. However, the submitted report was not found on record. The Registrar of Companies justified the strike-off action as a legal consequence of the company's inactivity for two consecutive financial years.

6. Legal Provisions and Observations: Section 252(3) of the Companies Act, 2013, empowers the Tribunal to order restoration of a company's name if it is carrying out business or if restoration is deemed just. The Tribunal noted the appellant's possession of immovable assets, specifically land, as a basis for seeking restoration.

7. Judicial Precedent and Decision: Referring to a High Court judgment emphasizing the importance of land ownership in restoration cases, the Tribunal found it just and fair to allow the restoration of the appellant-company's name in the register of the Registrar of Companies.

8. Order and Conditions: The Tribunal allowed the appeal subject to a cost of ?25,000 to be paid to the Prime Minister's Relief Fund and the Ministry of Corporate Affairs. The restoration was contingent upon fulfilling all outstanding document filings, statutory requirements, and payment of any late fees. The freeze on the company's bank accounts was also directed to be lifted for business operations.

9. Compliance and Conclusion: The respondent was instructed to comply with the restoration order within one week of the appellant's fulfillment of all requirements. The order was to be served to all parties involved for necessary actions and information dissemination.

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