A company that voluntarily opts for striking off cannot later seek restoration under Section 252(3) of the Companies Act without demonstrating operational status at the time of strike-off.

ORDER

[PER: SANJIV DUTT, MEMBER (TECHNICAL)]

1. BACKGROUND

1.1 The present Company Application has been filed on 26.09.2024 under the provisions of Section 252 (3) of the Companies Act, 2013 (hereinafter referred to as “the Act”) by Mr. Milind Digambar Kolte (hereinafter referred to as “the Applicant”), a member of Patil Developers Private Limited (hereinafter referred to as “the Company”) seeking restoration of name of the Company in the Register of Companies which was struck off by the Registrar of Companies, Mumbai (hereinafter referred to as “the RoC/Respondent”) vide notice dated 15.09.2014 issued pursuant to Section 560(5) of the Companies Act, 1956.

2. AVERMENTS OF APPLICANT

2.1 The Company was incorporated on 25.11.1991 under the provisions of the Companies Act, 1956. As on the date of strike off, the registered office of the Company was situated at 1^st Floor, Shop No.46, Type-4, V. V. Market (Golani Municipal Market), Jalgaon-425001, Maharashtra.

2.2 The Authorized Share Capital of the Company was Rs.5,00,000/- (Rupees Five Lakh Only) divided into 50,000 (Fifty Thousand) Equity Shares of Rs.10/- each and the subscribed, issued and paid-up Share Capital of the Company was Rs.5,00,000/- (Rupees Five Lakh Only) divided into 50,000 (Fifty Thousand) Equity Shares of Rs.10/- each. The Applicant being a member of the Company, held 11,737 Equity Shares while the remaining 5 members collectively held 38,263 Equity Shares as issued by the Company.

2.3 As per the Company’s Memorandum of Association, the main object of setting up the Company was as follows:-

“To carry on in India or elsewhere the business of builders of flats, dwelling houses, shops, offices, industrial estates, bungalows, chawls, housing colonies, lease of lands and other immovable properties and for these purposes to purchase, take on lease or otherwise acquire and hold any land or lands or buildings of any tenure or description wherever situate, or interests therein or connected therewith, to prepare building sites and to construct, reconstruct, pull down, alter, improve, decorate and furnish and maintain flats, maisonettes, dwelling houses, shops, offices, buildings, industrial estates, works and conveniences of all kinds, to lay out roads and pleasure and recreation groups, to plant, drain or otherwise improve the land or any part thereof and to manage or let the same or any part thereof for any period whether belonging to the Company or not, and at such rent and on such conditions as the company shall think fit, to collect rents and income thereof.”

2.4 The Company had been doing its business since its inception in 1991. Later on, the Company became inoperative for a period of almost 6-7 years due to which it applied for striking off its name from the Register of Companies under Fast Track Exit route. The Company submitted an application to the Registrar of Companies, Mumbai on 24.03.2014 for striking off its name under the Fast Track Exit Scheme, 2011 (hereinafter referred to as “the FTES, 2011”) pursuant to the resolution passed at the meeting of its Board of Directors held on 14.03.2014. The RoC/Respondent issued Public Notice dated 02.06.2014 declaring its intention to strike off the name of the Company from the Register of Companies maintained by it. A copy of the said Notice under Section 560(3) was endorsed to the Chief Commissioner, Income Tax Office, Mumbai conveying the intention of the RoC/Respondent to strike off the name of the Company from the Register of Companies maintained by it at the expiry of 30 days from the date of said notice, unless cause was shown to the contrary. Thereafter, pursuant to Section 560(5) of the Companies Act, 1956, the name of the Company was struck off the Register of Companies vide public notice dated 15.09.2014 issued by the RoC/Respondent and the said Company was accor