COURT- III

Under section 252(3) of the Companies

Act, 2013

In the matter of

S M HOLDING AND FINANCE PRIVATE LIMITED through its director, Ms. Geetha Mohandas

Shetty

S M House, 7^th floor, 11, Sahakar Road, Vile Parle (East), Mumbai- 400

057

...Appellant

Versus

THE REGISTRAR OF COMPANIES,

MUMBAI

100, Everest, Marine Drive Mumbai-

400002,

...Respondent

Order pronounced on: 18/04/2024

Coram:

Hon’ble LAKSHMI GURUNG, MEMBER (JUDICIAL)

Hon’ble CHARANJEET SINGH GULATI, MEMBER (TECHNICAL)

Appearance:

For the Appellant: Adv. Shivam Agarwal i/b. Keystone Partners

For the Respondent: RoC Mumbai

Per: Ms. Lakshmi Gurung, Member (Judicial)

ORDER

1. The instant appeal has been filed under Section 252(3) of the Companies Act, 2013 (‘the Act’) by S M HOLDING AND FINANCE PRIVATE LIMITED (‘Appellant/Company’) through its Member and director Ms. Geetha Mohandas Shetty praying for restoration of its name in the Register of Companies maintained by the Registrar of Companies, Mumbai (‘ROC’)

Brief Facts:

2. M/s S. M. HOLDING AND FINANCE PRIVATE LIMITED was incorporated on 04.02.1982 with Registrar of Companies, Mumbai under the Companies Act, 1956 bearing CIN No. U67120MH1982PTC026268 having registered office situated at S M House, 7^th floor, 11, Sahakar Road, Vile Parle (East), Mumbai-

400057.

3. It is mentioned that the Authorized Share Capital of the Company is Rs. 6,00,00,000/- consisting of 6,00,000 equity shares of Rs. 100 each and the issued, subscribed and paid up share capital is Rs. 5,61,00,000 /- consisting of 5,61,000 equity shares of Rs. 100 each as per the records in the MCA.

4. The main business activities of the Company:

“To carry on the business as an investment company and for that purpose to acquire and hold either in the name of the Company or in that of any nominees shares, stocks, debentures, debenture-stock, bonds, notes and to invest or to deposit or to hold funds of that Company in such articles (including gold, silver, platinum, precious metals and precious stones) and minerals, articles or things, obligations and securities issued or guaranteed by any Government, sovereign ruler, commissioner, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world either at the Company’s office or any places of safe custody.”

5. However, the Company failed to file Audited Financial Statements and Annual Returns for FY 2015-2016, 2016-2017 and 2017-2018. Therefore, ROC issued notice under Section 248 (1) & (4) of the Companies Act, 2013 in Form No. STK-5 vide Public Notice No. ROC/STK-1/32 dated 19.07.2018 which is available on MCA website. However, it is the case of the Appellant that, the Appellant company did not receive said notice i.e. STK-5 dated 19.07.2018 and therefore could not make representation before ROC.

6. As no representation was received from the Appellant Company, the ROC had reasonable cause to believe that the Appellant was not carrying out any business or operations for a period of two immediately preceding financial years and had not made any application during this period for obtaining the status of dormant company under Section 455. Therefore, ROC struck off the name of the Appellant Company from the Register of Companies vide STK-7 No.ROC-MUM/Section248/2^ndDrive/STK-7/7254 dated 12.09.2018 Both STK-5 and STK-7 are annexed to the appeal and the name of the Appellant Company is mentioned at serial no. 13666 and 8309 respectively.

7. It is submitted that currently, the Company has two directors, Ms.

Geetha Mohandas Shetty (DIN: 02000486) and Ms. Vaishali Shetty Oza (DIN: 00228554) who has been managing the affairs of the Appellant since its incorporation and 16.11.2012 respectively. The Appellant Company has maintained all necessary statutory registers and records as prescribed under Companies Act, 1956 and Companies Act, 2013. The Appellant has meticulously ensured compliance with various statutory provisions, and has never defaulted in payment of statutory dues, payment to its creditors and employees.

8. T