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Anjali Bhardwaj vs Registrar Of Companies on 9 August, 2024

Author: Sanjay Kumar

Bench: Sanjay Kumar

                                         IN THE SUPREME COURT OF INDIA

                                         CIVIL APPELLATE JURISDICTION

                                         CIVIL APPEAL NO. 5842 OF 2023


     ANJALI BHARDWAJ                                                  .....           APPELLANT(S)

                                              VERSUS

     REGISTRAR OF COMPANIES & ORS.                                    .....           RESPONDENT(S)



                                                    O R D E R

Despite service, none appears on behalf of respondent no. 1, Registrar of Companies1. Hence, the RoC is proceeded ex parte.

The appellant, Anjali Bhardwaj, a shareholder of M/s. Millennium Realtech Pvt. Ltd.,2 has filed the present appeal challenging the order dated 22.05.2023 which rejects her application for restoration of MRPL in the RoC.

The relevant facts are:

 On 09.08.2019, the RoC published a notice in the Official Gazette stating that MRPL was not carrying out any business or operation for two immediately preceding financial years. They had also failed to Signature Not Verified Digitally signed by file financial statements and annual returns for the Deepak Guglani Date: 2024.08.14 17:21:57 IST Reason: 1 For short, “RoC”.

For short, “MRPL”.

1  two immediately preceding financial years. Since MRPL had not applied as a dormant company under Section 455 of the 2013 Act, the company’s name was struck off from the Register of Companies3 maintained by the RoC.  On 03.01.2020, this notice was challenged before the National Company Law Tribunal4.

 On 13.03.2020, the RoC filed an affidavit stating that the following were filed by MRPL: audited financial statements for the financial year 2018-19, bank statements for the financial years 2016-17 and 2018- 19, and income tax returns for the financial year 2016-17.

 Vide order dated 17.12.2020, the NCLT issued directions to MRPL to file pending income tax returns and tax due under law.

 Vide order dated 04.03.2022, the NCLT dismissed the application under Section 252 of the 2013 Act.  On 16.04.2022, NCLT’s order dated 04.03.2022 was 3 For short, “Register”.

For short, “NCLT”.

2  challenged before the National Company Law Appellate Tribunal5.

 On 10.03.2023, the Income Tax Department6 filed an affidavit before the NCLAT stating that the arrears of tax had been duly paid except for payment of ₹8,519/- (rupees eight thousand five hundred nineteen only) outstanding from the assessment year 2015-16. It was further stated that MRPL had been regularly filing income tax returns till the assessment year 2022-23, no proceedings were pending against them, and the IT Department had no objections to the revival of the company.

 Despite the aforesaid facts, NCLAT dismissed the appeal vide order dated 22.05.2023, inter alia, because MRPL was not running business operations and there were lapses on the part of the company and its directors in responding to the notices issued by the RoC.

Undoubtedly, there were lapses on the part of MRPL and its directors, including the appellant. However, it is equally true that the financial statements, annual returns, and other 5 For short, “NCLAT”.

For short, “IT Department”.

3 necessary documents have been filed before the RoC. The company has also been filing income tax returns, which have been taken on record.

Further, there is no allegation that the company is a shell company engaging in illegal or wrongful activities. It is also evident that disputes arose among the directors, leading to arbitration proceedings. However, those disputes have now been settled.

Given the aforesaid facts, we allow the present appeal with the direction that the name of MRPL will be restored by the RoC in its Register. However, the appellant, other directors of MRPL, and MRPL itself shall comply with all the formalities required under law, for the said purpose. The appellant shall also pay a penalty of ₹2,00,000/- (rupees two lakhs only) as costs to the RoC for the lapses and defaults on the part of the company and its directors.

The costs will be paid within a period of six weeks from today.

The appeal is allowed and disposed of in the above terms. Pending application(s), if any, shall stand disposed of.

..................J. (SANJIV KHANNA) 4  ..................J. (SANJAY KUMAR) NEW DELHI;

AUGUST 09, 2024.

                   5
ITEM NO.40                    COURT NO.2                  SECTION XVII

               S U P R E M E C O U R T O F       I N D I A
                       RECORD OF PROCEEDINGS

                    CIVIL APPEAL NO. 5842 OF 2023


ANJALI BHARDWAJ                               .....   APPELLANT(S)

                         VERSUS

REGISTRAR OF COMPANIES & ORS.                 .....   RESPONDENT(S)

(IA No. 167370/2023 - STAY APPLICATION) Date : 09-08-2024 This matter was called on for hearing today. CORAM :

HON'BLE MR. JUSTICE SANJIV KHANNA HON'BLE MR. JUSTICE SANJAY KUMAR For Appellant(s) Mr. R.K. Rathore, Adv.

Mr. Kuldip Singh, AOR Mr. Aayush Rathore, Adv. Mr. Harpawan Arora, Adv.

For Respondent(s) Mr. Dishant Yadav, Adv.

Mr. Ashish Mishra, Adv. Mr. Abhishek Verma, Adv. Mr. Ajaya Kumar Mishra, Adv. Mr. Manav Yadav, Adv.

Mr. Hitesh Kumar Yadav, Adv. Mr. Anshul Grovar, Adv. Mr. Kunal Malik, AOR UPON hearing the counsel the Court made the following O R D E R The appeal is allowed and disposed of in terms of the signed order.

Pending application(s), if any, shall stand disposed of.

(DEEPAK GUGLANI) (R.S. NARAYANAN) AR-cum-PS ASSISTANT REGISTRAR (signed order is placed on the file) 6