Grs Properties Private Limited vs The Registrar Of Companies Nct Of Delhi ...

[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: shekheerrajput@iporttechnoligies.com ....... 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