Sanjay Chaudhary vs Registarar Of Companies

IN THE MATTER OF: Sanjay Chaudhary ...Appellant

Versus

Wave Buildcon Pvt. Ltd. & Ors. ...Respondents

Present: For Appellant : Mr. Arun Saxena and Shanu P., Advocates. For Respondents : None.

ORDER

(Hybrid Mode)

04.09.2025 This appeal has been filed against an impugned order dated

06.06.2025 passed by the Ld. NCLT at New Delhi in CA No. 58/ND/2025.

2. It is pertinent to mention the name of the company M/s Wave Buildcon

Pvt. Ltd. & Ors., was struck of on 08.08.2018 from the register of Companies, as

maintained by the the Registrar of the Companies, NCT of Delhi & Haryana. The

present Company Application was filed in the year 2019 and vide order dated

17.12.2019, the Ld. NCLT had allowed the application of restoration of the

company but subject to certain conditions viz: -

"Accordingly, the appeal is allowed subject to payment of costs of Rs. 25,000/- to the Prime Minister Relief Fund. The restoration of the Appellant Company's name in the register will be subject to their filing all outstanding documents for the defaulting years as required by law and completion of all formalities, including payment of any late fee or other charges which are leviable by the Respondent for the late filing of statutory returns. The name of the Appellant Company shall then stand restored in the Register of the RoC, as if the name of the company had not been struck off.

3. Since, there was delay in compliances hence, an application CA No.

58/ND/2025 under rule 11 of NCLT was filed to condone the delay of 5 years and

26 days to make good such compliances. Further, the appellant also failed to

deposit an amount of Rs. 25,000/- to the Prime Minister Relief Fund as was

directed vide order dated 17.12.2019.

4. The reasons given for delay was the only two directors of the company were

in dispute throughout and C.P. No. 41/2015 was pending, when the name of the

company was struck of.

5. Admittedly the said dispute was settled in April, 2018 but yet again an

arbitrator was appointed in terms of such settlement, who then gave his award on

07.10.2024. It is submitted only because of ongoing disputes between two

directors', such compliances could not be made but now since all such disputes

have ultimately settled after the award dated 07.10.2024, hence an application

was moved before the Ld. NCLT seeking condonation of delay in compliances.

However, the said application was dismissed vide an impugned order for the

following reasons: -

We note that the alleged litigation was admittedly pending since 2015 and the order for restoration was passed in 2019. We further note that restoration was subject to deposit of cost and payment of all outstanding dues for defaulting years and completion of all formalities. Surprising fact is that the applicant obtained order in 2019 and sat over it for more than 5 years. There 2 of 4 is nothing to show that he ever made any attempt to comply with the conditions set forth in the order. There is nothing to show that he made any effort to deposit money or other formalities and to take benefit of the order. The Company has not place on record any efforts taken between 2018 and 2024 to seek directions, clarifications, or interim reliefs either form this Tribunal or any competent forum. He has not been able to satisfy that there was any real, bonafide and genuine reason for not complying with the order of NCLT. We fail to understand how a litigation pending since before the filing of restoration application could prevent the applicant form complying with the courts order for 5 long years. Such an extensive delay reflects a clear lack of diligence and seriousness in complying with judicial directions. In view of the above, and in the interest of judicial discipline and sanctity of Tribunal orders, this application is hereby dismissed.

No order as to costs.

6. It is submitted the delay in making good the compliances was only due to

fight between the two directors, which dispute continued even after the

restoration of the name of the Company and there was no malafide in not making

good the compliances per order dated 17.12.2019. Thus considering the fact, the

company had only two directors and both went on fighting all along, hence we

allow this appeal and condone the delay by increasing the cost from Rs. 25,000/-

to Rs. 1,00,000/-, to be deposited in The Prime Minister Relief Fund within 30

3 of 4 days from the date of this order and further compliances, per order dated

17.12.2019 be also completed within two months from the date of this order.

7. Lastly, the 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 its Directors.

8. The instant Appeal is allowed to the above extent. Connected I.A.'s, if any,

are also disposed of.

[Justice Yogesh Khanna] Member (Judicial)

[Ajai Das Mehrotra] Member (Technical) Ap/md

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