2021 (4) TMI 895 - Tri - Companies Law

Seeking restoration of the name of the Company in the register maintained by the Registrar of Companies - Section 252(1) (3) of the Companies Act, 2013 - applicant is owner of land parcels - HELD THAT - The main assets of the Appellant Company are the land parcels registered in its name, on the strength of which the Applicant is seeking restoration of the Appellant Company in the register of RoC. Here, it is worthwhile to refer to the Judgment of Hon'ble High Court of Gauhati 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 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 is considered just and fair to allow restoration of the name of the Appellant Company in the Register of Companies maintained by RoC - Appeal is allowed subject to payment of costs of ₹ 25,000 only to the Ministry of Corporate Affairs and ₹ 25,000 to the Prime Minister's Relief Fund, the proof of which will be furnished by the Appellant to the Registry of this Tribunal within 07 days - application allowed.

Summary

Issues:
- Restoration of company name in the register maintained by RoC
- Default in statutory compliances leading to striking off the company's name
- Assets held by the company necessitating restoration
- Legal justification for striking off the company's name
- Judgment referencing ownership of land as a significant factor
- Conditions for restoration and consequential effects

Restoration of Company Name:
The appeal sought restoration of the company's name, previously known as "M/s. Basil Investment & Hospitality Services Limited," under Section 252(1) & (3) of the Companies Act, 2013. The company was struck off by RoC Delhi and Haryana due to defaults in filing Financial Statements & Annual Returns since 31.03.2018. The appellant presented assets, including land parcels and financial documents, to support the restoration.

Default in Statutory Compliances:
The RoC justified the striking off, citing non-operation of the company for two preceding financial years based on non-filing of financial statements. Despite opportunities, the Income Tax Department did not respond. The company's name was included in the list of struck-off companies due to non-compliance.

Assets Necessitating Restoration:
The main assets of the company were land parcels, supported by sale deeds, balance sheets, income tax returns, and bank statements. The appellant argued that these assets warranted the restoration of the company's name in the RoC register.

Legal Justification for Striking Off:
The RoC defended the legality of striking off the company's name, emphasizing compliance requirements and non-operation as grounds for the action taken. The appellant countered by highlighting the significant assets held by the company, particularly the land parcels.

Judgment Referencing Land Ownership:
The judgment referenced a case involving land ownership to support the restoration of the company's name. It emphasized the importance of preventing land wastage or illegal activities due to lack of ownership, drawing parallels to the present case's land assets.

Conditions for Restoration and Consequential Effects:
The Tribunal allowed the appeal, subject to payment of costs to the Ministry of Corporate Affairs and the Prime Minister's Relief Fund. The restoration was contingent on filing outstanding documents, completing formalities, and paying any late fees. The directive to freeze the company's bank accounts was set aside to enable business operations post-restoration, with compliance required within a week of fulfilling all conditions.