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2025 Supreme(Online)(NCLT) 2454
NATIONAL COMPANY LAW TRIBUNAL
KHETRABASI BISWAL, KAUSHALENDRA KUMAR SINGH, JJ
M/s Lotus Dream Projects And Developers (OPC) Private Limited – Appellant
Versus
Registrar of Companies NCT of Delhi & Haryana – Respondent
CP No. 108/Chd/Hry/2023
For the Petitioner:Mr. Karanveer Jindal, Advocate
For the Respondents:Mr. Varun Issar, Senior Standing Counsel, Ms. Pridhi Sandhu, Advocate
Tribunal allowed restoration of a struck-off company due to inadvertent non-compliance with filing requirements, emphasizing the importance of operational continuity.
Headnote:(A) Companies Act, 2013 - Section 252(3) - Restoration of the name of the company - Petition filed for restoration after being struck off due to non-compliance - Company claimed it was operational, providing financial documents to substantiate claims - Tribunal found that defaults were inadvertent and allowed restoration. (Paras 1, 8, 9)
(B) Statutory Compliance - Importance of timely filing of annual returns and financial statements emphasized - Tribunal allowed restoration, subject to filing all pending statutory documents and payment of costs. (Paras 5, 9)
Facts of the case:
The petitioner company was struck off due to defaults in filing annual returns and financial statements. The company provided evidence of ongoing operations and compliance with other statutory requirements.
Findings of Court:
The Tribunal found it just to restore the company’s name, allowing it to rectify defaults and continue its business operations.
Issues: Whether the company was operational at the time of being struck off and if the defaults were justifiable.
Ratio Decidendi: The Tribunal held that the defaults were inadvertent, and restoration was warranted to allow the company to continue its operations.
Result: Petition allowed, and the company’s name restored.
| Table of Content |
|---|
| 1. petition for restoration of company name after being struck off. (Para 1 , 2 , 3) |
| 2. evidence of ongoing operations and compliance with statutory requirements. (Para 4 , 5 , 6) |
| 3. tribunal's decision to restore company name based on inadvertent defaults. (Para 8 , 9) |
| 4. final order allowing restoration of the company. (Para 10) |
ORDER
1. The present petition was filed on 09.10.2023, by Sh. Rajan Singh, Director and shareholder of M/s Lotus Dream Projects And Developers (OPC) Private Limited (hereinafter referred to as ‘Company’), under section 252(3) of the Companies Act, 2013 (Act) read with Rule 87A of the National Company Law Tribunal (Amendment) Rules, 2017 and other applicable provisions of the Act praying for restoration of the name of the company on the Register of Companies maintained by the Registrar of Companies, NCT of Delhi & Haryana, Delhi (hereinafter referred to as ‘ROC/Respondent No. 1’).
2. The brief facts as stated in the present petition are as follows:
(a) The Petitioner company was incorporated under the Companies Act, 1956 on 19.03.2015 as a company with limited liability with the Registrar of Companies, NCT of Delhi & Haryana, Delhi, having its Registered office situated at H.no.-131, First floor, Sector-56, Gurgaon, HR 122001. A Certificate of Incorporation dated 19/03/2015 is annexed as Annexure ‘P-3’ of the petition. The Authorized Share Capital of the Company is Rs. 1,00,000/- (Rupees One Lakh only) divided into 10,000 equity shares of Rs.10/- (Ten) each. The Issued share Capital as on date is Rs. 1,00,000/- (Rupees One Lakh only) divided into 10,000 equity shares of Rs.10/- (Ten) each. A copy of the Master Data of the company Downloaded from the official website of the company is attached as Annexure P - 1 of the petition.
(b) The Petitioner company is engaged in the Business to purchase any movable or immovable property including industrial, commercial, residential or farmlands, buildings, houses or apartments. However, the details of the main objects are set out in clause III (A) of the Memorandum of Association of the Company, and the same is annexed as Annexure ‘P-4’ of the petition.
(c) The ROC, struck off the Petitioner company’s name of the Register maintained by him, due to defaults in statutory compliances, namely, failure to file Financial Statements & Annual Return for the year 2019 to 2021 (d) The Company, was carrying on its business and operations since its incorporation i.e 19th March 2015. The Company has not filed its Annual Returns and Financial Statements since 2018 and the company is ready for all the returns from the year 2019 to 2022.
(e) The notice of strike off has not been received under Form STK 7 till date the company status in MCA record had been changed from active to strike off, hence the company became unable to submit the document relating to the annual filing.
(f) While carrying out the business and operations of the petitioner company, it came to the knowledge of the existing director that certain statutory filings were required to be done with the ROC annually as well as upon happening of certain events, which have been inadvertently not being done.
(g) The Company attempted to file Financial Statements, Notice & Director report, MGT-9, and other statutory returns from the year ending at 31.03.2019 to 31.03.2022 however the same was not accepted by the ROC. Copy of Auditors Report and Financial Statements of the company from the year ended at 31.03.2019 to 31.03.2022 respectively are attached as Annexure ‘P-6’ (Colly) of the petition.
(h) The Company was operative from the time of its incorporation and the business of the Company was never terminated ever since the Company commenced its business. Further, the Company maintained the current account with (a) HDFC Bank in the name of the Company M/s Lotus Dream Projects and Developers (OPC) Private Limited bearing account number 50200031375198, (b) Indusland Bank in the name of the Company M/s Lotus Dream Project
