National Company Law Appellate Tribunal
Grs Properties Private Limited vs The Registrar Of Companies Nct Of Delhi ... on 8 February, 2023
NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH,
NEW DELHI
Company Appeal (AT) No. 165 of 2021
[Arising out of order dated 20.09.2021 passed by the National Company Law
Tribunal (New Delhi, Bench-V) in Appeal No. 98/252/ND/2021]
IN THE MATTER OF:
GRS Properties Private Limited
Through its Member
H/O at RZ22A/6/21, Indira Park,
Sagar Pur, West, New delhi-110045
Email: [email protected] ....... Appellant.
Versus
Office of Registrar of Companies
NCT of Delhi and Haryana
4th Floor, IFCI Tower,
61, Nehru Place, New Delhi-110019. ...... Respondent.
Present:
For Appellant: Mr. Rohit K. Naagpal, Mr. Dipanshu Gaba and Mr.
Anmol Upadhyay, Advocates.
For Respondent:- Mr. Kamal Kant Jha, Sr. Panel Counsel for Govt. of
India for RoC, Delhi.
JUDGMENT
(08th February, 2023) Justice Anant Bijay Singh;
The present Appeal under Section 421 of the Companies Act, 2013, has been filed by the Appellant/Company being aggrieved and dissatisfied by the order dated 20.09.2021 passed by the National Company Law Tribunal (New 2 Delhi, Bench-V) in Appeal No. 98/252/ND/2021 whereby and whereunder appeal filed by the Appellant/Company for restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana was dismissed by the Tribunal.
2. The facts giving rise to this Appeal are as follows:
i) The Company GRS Properties Pvt. Ltd. having CIN No. U7102DL2011PTC223657 was incorporated in 11.08.2011 under the provision of Companies Act, 1956 by Shri Chander Shekhar who was/is promoter director of the Company. The authorised capital of Company was 1,00,000/- and the paid-up capital of Company was 1,00,000/- only. As per the Memorandum of Association of the Company, the main objects were as to carry on business as owners builders, promoters, colonizers, developer, dealers in all fields of Land & Properties such as agricultural, industrial, residential, promoter & develop housing, industrial and multiplex projects etc.
ii) Pursuant to the above objectives the Company purchased huge tract of land i.e. Agricultural land admeasuring 7 Bighas, 14 Biswas (approximately 1.6 Acres, bearing Mustatil No. 38, Kila No. 6 (4-6), 7/01 (3-08) at village Dera Mandi, Tehsil Hauz Khas, Mehrauli, New Delhi (herein after referred as the Property). The said area when the property was purchased comes under Green Belt Zone according to Master Plan of Delhi 2021 and no construction is allowed in the said land neither the Government change its land use due to the fact that the said property is in Green Belt Zone.
Company Appeal (AT) No. 165 of 2021 3
iii) During that time the erstwhile director tried its best liaison with the Government and get its sanctioned plan done but the same did not bear any fruit due to prohibition imposed by Delhi Development Authority (DDA). In the year 2014 the Company brought in new directors who were based in London (United Kingdom) and had vision and experience for management of companies also to explore other activities which can be used in its restrictive land use as allowed by DDA. Despite induction of new directors, they could not infuse fresh ideas and implement their plans as the health of the directors deteriorated and they could not work on their vision. As the directors were based on London, they were unable to travel to India as required from time to time due to their ill health. In the mean time before anything substantial could happen the company was struck off as per provision of Section 248 (1) (c) of the Companies Act, 2013 read with Rule No. 9 of the Companies (removal of names of Companies from the Register of Companies Rules, 2016) in October, 2019. Now the Company is struck off and it cannot use or sell its substantial assets i.e. the property mentioned above. Against the order of the Respondent, the Appellant preferred an Appeal under Section 252(3) of the Companies Act, 2013 before the NCLT, New Delhi and after hearing the parties, the Tribunal passed the order impugned dated 20.09.2021 which led to filing of this Appeal.
3. The Ld. Counsel for the Appellant during the course of argument and grounds taken in his memo of Appeal submitted that the order impugned has been passed in complete disregard to the objects of the Companies Act, 2013. The Respondent did not send notices/Form STK 1 to the Company and its all of Company Appeal (AT) No. 165 of 2021 4 directors as contemplated under Section 248(1) of the Companies Act, 2013. The Respondent has not annexed any documentary evidence with regard to its claim that Form STK 1 dated 19.07.2019 has been sent to the Company as well as its directors.
4. It is further submitted that the Tribunal has also failed to consider that the Appellant has already annexed the property papers which are the only assets of the company and same is worth crores of Rupees having book value of Rs. 1,02,48,600/-. The Tribunal does not take into account if the company is struck off then what will happened to the assets of the company which is worth crores of rupees. Further, the assets of the company are situated in the green belt of area of Delhi and in the same no construction is permitted since 2013 as per Master Plan of Delhi 2021. The Shareholders will lose their valuation security which is worth crore of rupees. The property is presently an agricultural land the same can be monetized only after taking requisite permission from the government like DDA and MCD.
5. It is further submitted that the company was always willing and forthcoming filing its financial returns but it was prevented by its extraneous circumstances and any default in filing is due to inadvertence. The accounts of the Appellant company were prepared and audited and that the company had engaged the services of a Company Secretary in Practice (D. Maharathi & Associates) to perform the task of filing the returns with the office of the Registrar of Companies and did not reveal this fact to the Directors of the Appellant Company. It is further submitted that it was only in March 2021, when the Company Appeal (AT) No. 165 of 2021 5 balance sheet as at 31st March, 2020 and the Auditor's Report in respect thereof was ready to be filed with the Respondent that the fact of non-filing of the returns and other documents with the Respondent, as well as the fact that the Appellant Company's name had been struck off the Register maintained by the Respondent, was known to the Appellant Company.
6. On the other hand, the Respondent / Registrar of Companies in his reply stated that as per available records on MCA 21 portal, the last Directors of the Company namely Rakesh Gandhi and Manju Gandhi, filed its financial statements till financial year 31.03.2015, due to which the Respondent/ROC had reasonable cause to believe that the Appellant/Company was not in operation and in terms of provision of Section 248(1) Notice was sent to the Appellant/Company and also to its directors by invoking the provisions of Section 20 of the Companies Act, 2013. After expiry of time as mentioned in notice published/sent and non-receipt of any objection from the company/directors, Dissolution in form STK-7 having effect from 29.10.2019 was published on the website of Ministry of Corporate Affairs on 02.11.2019. Further, it is stated that since the Company was neither able to prove that it was carrying any business before it was strike off nor have produced any supporting information for just and equitable ground for revival before the Tribunal, therefore, in view of the above, the present Appeal deserves to be dismissed.
7. After hearing the parties, going through the pleadings made on behalf of the parties and in view of the fact that the Audited Financial Balance Sheets of the Year 2015-16, 2016-17, 2017-18, 2018-19 & 2019-20 of the Appellant / Company Appeal (AT) No. 165 of 2021 6 Company shows that the Appellant/Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant/Company is not carrying on any business or operations. Hence, we are of the view that the order passed by the National Company Law Tribunal (New Delhi, Bench-V) as well as Registrar of Companies, NCT Delhi & Haryana is not sustainable in law.
8. In view of the aforenoted, we set aside the impugned order dated 20.09.2021 passed by the National Company Law Tribunal (New Delhi, Bench- V) in Appeal No. 98/252/ND/2021. The name of the Appellant/Company be restored to the Register of Companies subject to the following compliances.
i) Appellant/Company shall pay costs of Rs. 2,00,000/- (Rupees Two Lakh) to the Registrar of Companies, NCT Delhi & Haryana within eight (8) weeks from the passing of this judgment.
ii) After restoration of the Company's name in the Register maintained by the RoC, the Company shall file all their Annual Returns and Balances Sheets. The Company shall also pay requisite charges/fee as well as late fee/charges as applicable.
iii) Inspite of present orders, RoC will be free to take any other steps punitive or otherwise under the Companies Act, 2013 for non-filing/late filing of statutory returns/documents against the Company and Directors.
Company Appeal (AT) No. 165 of 2021 7 The instant Appeal is allowed to the above extent.
9. Registry to upload the Judgment on the website of this Appellate Tribunal and send the copy of this Judgment to the National Company Law Tribunal (New Delhi, Bench-V), forthwith.
[Justice Anant Bijay Singh] Member (Judicial) [Mr. Naresh Salecha] Member (Technical) New Delhi 08th February, 2023 R. Nath.
Company Appeal (AT) No. 165 of 2021