Llyod Logic Systems Private Limited vs Registrar Of Companies

Llyod Logic Systems Pvt. Ltd. ...Appellant(s)

Versus

The Registrar of Companies, NCT of Delhi & Haryana ...Respondent(s)

Present: For Appellant : Mr. Adhish Srivastava, Mr. Raj Shakya, Advocates.

For Respondents : Kamal Kant Jha, Mr. Avinash Singh, Ms. Juhi Mishra, Ms. Aakriti, Aishwarya Deep Singh, Advocates.

ORDER

(Hybrid Mode)

24.09.2025: This appeal is filed under Section 421 of the Companies

Act, 2013 ("the Act") against an impugned order dated 26.07.2022 passed

by the Ld. NCLT, New Delhi Bench-V in Company Appeal No.

199/252/ND/2020 where the said appeal was rejected vide the impugned

order.

2. The appellant company is aggrieved by the impugned order, vide which

the appeal herein seeking restoration of the appellant company's name in the

Registrar of Companies, NCT of Delhi & Haryana was rejected by the Ld.

NCLT.

3. It is alleged the Ld. NCLT without appreciating the evidence and

documents placed on record by the appellant company rejected the said

appeal filed by the appellant. It was argued the Ld. NCLT had grossly erred in

holding the appellant company was neither in operation nor was doing any 2

significant business at the time when its name was struck off. It is also alleged

Ld. NCLT erred in not appreciating that as per the Balance Sheets filed with

the Ld. NCLT for Financial Year 2019-20 and 2020-21, the appellant company

was in operation and was earning revenue from its fixed assets at Industrial

Plot No. 38E and F, Block-A, Sector 64, Phase-2, Noida, UP and other

operational works, including rent generated revenue etc.

4. However, the Ld. NCLT had rejected the request of the appellant

company for restoration of its name on the ground the appellant company's

name was struck off due to defaults in statutory compliances, viz failure to

file Financial Statements and Annual Returns for the period from 2007-08 to

2016-17. The impugned order shows the ROC had filed its report dated

30.06.2020 wherein it was stated the company was incorporated on

27.12.2001 and the last annual return and balance sheet submitted by the

company with the ROC was for the year ending 31.03.2007 and on this

ground, the name of the company was struck off from the Register of the ROC

vide its notice dated 30.06.2017.

5. It is the submission of the Learned Counsel for the appellant the

company had two directors, and because of constant dispute between the two

directors, its annual return could not be filed between 2007 to 2017 and

further this fact came to their knowledge only in the last week of November,

2019 and thereafter, they engaged services of a Charted Accountant for filing

of the returns with the office of the Registrar.

Company Appeal (AT) No. 192 of 2022 3

6. It is argued further returns for the financial years 2018-19, 2019-20 as

well as till 2021-22 were prepared but could not be uploaded as the name of

the company was struck off.

7. In order to show the company was doing its business, the appellant had

filed a short note in compliance of order dated 21.08.2024 and it read as

under:

"3. In terms of the same, the Appellant had leased a part o the factory in Noida to a tenant and had also undertaken job work on textile in efforts to revive the business of the Appellant.

4. The operations of the Appellant are running continuously and the same is evident from the balance sheets of the Appellant filed along with the appeal, details of which are as under:-

Financial Year Revenue from Other/Rental Operations Income 2016-17 - 1,14,500 2017-18 - 16,500 2018-19 - 1,20,000 2019-20 44,20,063 1,20,000 2020-21 24,54,958.50 3,00,000 2021-22 28,94,985 3,00,000

5. The operations of the Appellant were in fact running and electricity and water was being used and payments were being made to the statutory departments, details of which are as under:-

Period Electricity Charges 2021-22 20,98,909 2022-23 23,20,900.98 2023-24 20,26,508 2024-25 16,11,291

Copy of ledger statements for electricity bills along with available electricity bills are annexed hereto as Annexure A-2(Colly).

6. The above information clearly demonstrates that the operations of the Appelalnt are running continuously and was generating revenue from operations through rental income and job work being undertaken by the Appellant.

Company Appeal (AT) No. 192 of 2022 4

7. Further, the CIN is a unique 21-digit alphanumeric code assigned to each company registered in India, acting as a unique identifier which is assigned by the Registrar of Companies (ROC) under the Ministry of Corporate Affairs. The said number is available for companies even after striking off."

8. Thus, it is submitted by the Learned Counsel for the appellant the

impugned order dated 26.07.2022 passed by the Ld. NCLT be set aside and

even the notice dated 30.06.2017 passed by the Respondent/ROC for striking

off the name of the appellant company from the Register of Companies as

maintained by the Respondent/ROC be also quashed and the appellant

company be restored to its original status as if the name of the company was

never struck off from Register of Companies and thus to take all the

consequential actions like changing the status of the company from being

'struck off' to 'active' on MCA Portal and to enable them to file overdue

documents.

9. In Sidhi Singh and Anr. v. Registrar of Companies, Delhi and Anr.,

Company Appeal (AT) No. 49 of 2021, this Tribunal in similar circumstances,

restored the name of the company to its original name. The relevant portion

of the judgment are as follows:

9. We have gone through the records and submissions made by the Learned Counsel for the Appellants and Respondents. The company was struck off on 30.06.2017. As per the report of the Income Tax Department, the company had filed returns up to Assessment Year 2020-21 and the Appellants had submitted copies of Audited Accounts up to March 2020 which are part of the Appeal Paper Book. The accounts reflect that the company has land, plant and machinery as well as loans and advances to recover. We have also gone through the decisions of the co-ordinate Benches in the case of GRS Properties Private Limited Vs.

Company Appeal (AT) No. 192 of 2022 5

Office of Registrar of Companies, NCT of Delhi & Haryana, in Comp. App. (AT) No. 165 of 2021, Manacles Transformers Pvt. Ltd. & Anr. Vs. Registrar of Companies, Delhi, in Com.

App. (AT) No. 175 of 2022, D.D. Finance and Holdings Private Ltd. Vs. Registrar of Companies, NCT of Delhi & Haryana, in Com. App. (AT) No. 112 of 2022 and Krishana Kumar Aggarwal Vs. The Registrar of Companies, in Com. App. (AT) No. 03 of 2022. The relevant portion of judgment in Com. App. (AT) No. 175 of 2022 is as under:

"10. .....In DD Finance and Holdings Private Limited Vs. RoC in Company Appeal (AT) No. 112 of 2022 decided on 05.03.2024 by this Tribunal it was held:-

"14. Now the term otherwise just and equitable under Section 252(3) of the Companies Act, 2013 envisage revival/restoration of the company on the rolls of ROC if it is not a shell company or a company dealing with siphoning funds or advancing loan to sister concern. Rather they have a fixed substantial asset worth crores. The company is still sole absolute owner and in possession of the property situated at Bhakti Bhavan Estate, Kulri, Mussoorie and if the company's name is not restored then, of course, it would result to an irreparable loss and prejudice to the appellant and the fixed assets of company would be a deadlock and would result in wastage of property which is, of course, contrary to the public policy. Admittedly the property is free from all encumbrances.

25. For the reasons aforesaid we find it just and equitable to restore the name of the appellant company to the record of ROC and thus we set aside the impugned order dated 27.05.2022 passed by the Ld. NCLT and direct the ROC, New Delhi to restore the name of the company to the Register of Companies subject to the following compliances:"

10. The relevant portion of the Judgement of this Tribunal dated 08.02.2023, in Comp. App. (AT) No. 165 of 2021, in the matter of 'GRS Properties Private Limited' Vs. Office of Registrar of Companies, NCT of Delhi & Haryana', is reproduced below for reference:

"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 shows that the Appellant/Company is having substantial movable as well

Company Appeal (AT) No. 192 of 2022 6

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."

11. The relevant portion of the Judgement of this Tribunal dated 06.12.2019, in the matter of 'Calcutta Rubber Factory Pvt. Ltd. & Ors. Vs. Registrar of Companies, Delhi and Haryana', 2019 SCC OnLine NCLAT 851, is given below for ready reference:

"11. The company is having a lease hold plot allotted by HUDA and the appellant company undertakes to file the returns and the financial statements after the period 2012-13. The company was carrying on business but was running into losses which accumulated to Rs. 630589/- from the year ending 31st March, 2013 and loss of Rs. 3500/- and Rs. 3500/- from the year ending as on 2016-17, 2017-18. From these facts it cannot be said that the company is not carrying on any business. 12. From the above discussions and observations we have come to the conclusion that it would be just that the name of the company is directed to be restored........."

10. It is also to be noted the Income Tax Department had already given no

objection for restoration of the name of appellant company and the impugned

order notes the appeal filed before the Ld. NCLT was in time and there was no

delay.

11. The Learned Counsel for the Respondent/ROC opposes to the allowing

of this appeal.

12. Considering the above facts and circumstances, more specifically the

company has fixed assets with rental income etc. and its inclination to submit

all its financial records, we find it just and equitable to restore the name of the

company to the records of ROC. The impugned order dated 26.07.2025 passed

Company Appeal (AT) No. 192 of 2022 7

by the Ld. NCLT, New Delhi Bench-V in Company Appeal No.

199/252/ND/2020 is set aside and the name of the said company M/s. Llyod

Logic Systems Pvt. Ltd. is restored to the Register of Companies maintained

by RoC subject to 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 its pending Annual

Returns and Balances Sheets within two months. The Company shall

also pay requisite charges/fee as well as late fee/charges as applicable.

iii. In spite of present orders, RoC shall be free to take any other

step(s), punitive or otherwise, under the Act for non-filing/late filing of

statutory returns/documents against the Company and Directors.

13. The instant Appeal is allowed to the above extent. Pending

application(s), if any, are also closed.

[Justice Yogesh Khanna] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical)

R.N./Manu

Company Appeal (AT) No. 192 of 2022