Niord Realty Private Limited vs ROC, Mumbai

This court convened through video conferencing today. Ms. Prachi Wazalwar, Advocate, appeared on behalf of the Petitioner Company.

This Company Petition is filed by NIORD REALTY PRIVATE LIMITED [CIN: U45400MH2013PTC248470], represented by its

Shareholder/Director Mr. Niranjan Sambhaji Zende [DIN: 06599774], under section 252 of the Companies Act, 2013 praying for restoration of the

name of the Company to the Register of Companies maintained by the Registrar of Companies, Mumbai.

The Petitioner submits that the company was incorporated on 23.09.2013 under the Companies Act, 1956 as a private company limited by shares

with the Registrar of Companies, Maharashtra, Mumbai. Its CIN is U45400MH2013PTC248470. The Petitioner company has been incorporated to

carry on the following objects:

“To carry on real estate business and to, buy, sell, take on lease, give on lease or on license and to maintain, develop, demolish, alter,

construct, build and turn to account any land or buildings owned or acquired or leased by the Company or in which the Company may be

interested as owners, lessors, lessees, licensors, licensees, builders, interiors, decorators and designers, as vendors, contractors, property

developers and real estate owners and agents whether such land or building or the development there of be for or in respect of residential

or commercial purposes such as multistoried buildings, complexes, houses flats, offices, shops, garages, cine as, theatres, hotels, rest tanks,

motels or other structures including prefabricated and pre-cast houses, buildings and erections..â€​

The grievance of the Petitioner Company is that the Respondent Registrar of Companies, Maharashtra, Mumbai struck off the name of the

Petitioner Company from the Register of Companies maintained by them by issuing notice in Form STK-1 and STK-5 dated 19.07.2018 under section

248(4)(1) for removal of the name of the Company from the Register of Companies under section 248(1) of the Companies Act, 2013 and rule 3 of

the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 due to defaults in statutory compliances, namely,

failure to file Financial Statements and Annual Returns 2014-15 to 2016-17 and for not carrying on any business or operation for a period of

immediately preceding two years and neither made any application within such period for obtaining the status of ‘Dormant Company’ under

section 455 of the Companies Act, 2013.

Consequently, the Respondent ROC initiated the process under section 248(5) of the Companies Act, 2013 by issuing Public Notice in Form STK-7

Public Notice dated 12.09.2018 and informed the Petitioner Company that the name of the Company has been struck off from the Register of

Companies and the Company has been dissolved.

The Petitioner Company further submits that due to striking off the name of the Petitioner Company, the Director Identification Numbers (DIN) of

the directors of the Company have been deactivated.

Ld. Counsel appearing on behalf of the applicant submits before the Bench that the Company was incorporated by a young boy, who wished to

explore his prospects in business. In between, he went aboard to complete his higher studies and could not concentrate on the functioning of the

company and hence default in filing the Annual Returns and Balance Sheets. The Ld. Counsel even submitted for limited purpose restoration to file

Annual Returns and Balance Sheets and thereafter file voluntary winding up petition, so that in future there is no punitive action against the young boy.

The Bench was of the considered view that if a young boy is attempting to explore business by incorporating a company, his way should not be

blocked by the Adjudicating Authority and his prospects of doing Business through this Company should be kept open.

Accordingly, taking a lenient view, the Bench intends to pass restoration orders without any condition of filing voluntary winding up of the Company

after restoration for limited period and purpose.

The Petitioner Company has enclosed the Audited Accounts for the Financial Years 2014-15 to 2019-20. The Petitioner Company has not

enclosed copy of the Acknowledgement of Income-Tax Return.

On perusal of the report of the Respondent, it appears that the name of the company was struck off due to failure on the part of the company to

file the statutory documents for Financial Year 2014-15 and 2016-17, and also for not carrying on the business.

Upon perusal of the Financial Statements of the Company, it is observed that the Petitioner Company has not generated any revenue for the

financial year 2014-15 and 2015-2016. The Petitioner Company has incurred Total Expenses of Rs.19,788.00 and has Current Assets of Rs.97,131.00

for F.Y. 2014-15. Further, Petitioner Company has incurred Total Expenses of Rs. 17,950.00 and has Current Assets of Rs. 79,181.00 for F.Y. 2015-

The Petitioner Company has other current liabilities of Rs.26,149.00 for F.Y. 2014- 15 and 2015-16.

On hearing the submissions of the Learned Authorised Representative appearing on behalf of Petitioner andon perusal of the Report of Registrar

of Companies, Maharashtra, Mumbai, the Audited Accounts submitted by the Petitioner Company and other documents placed on record, the Bench

observes that the Petitioner Company has not generated revenues. However, the Petitioner Company has Current Assets & other current liabilities in

its Books of Accounts. Therefore, it would be just, equitable and in the interest of justice to provide an opportunity to the company to rectify its

defaults and continue the business.

Given the above facts and circumstances, we are satisfied that the prayer sought by the Petitioner company deserves to be allowed.

Accordingly, Company Petition bearing CP No.1286/252/MB- IV/2020 filed by the Petitioner, Niord Realty Private Limited [CIN:

U45400MH2013PTC248470], represented by its Director Mr. Niranjan Sambhaji Zende [DIN: 06599774], under section 252 of the Companies Act,

2013, seeking restoration of the Company’s name in the Register of Companies maintained by the Registrar of Companies, Maharashtra, Mumbai

is allowed on the following terms: -

(a) The Respondent Registrar of Companies, Maharashtra, Mumbai, is directed to restore the name of the Petitioner Company, viz., Niord Realty

Private Limited [CIN: U45400MH2013PTC248470] to the Register of Companies subject to payment of a sum of Rs.40,000/- (Rupees forty thousand

only) as cost ‘to be paid online through Bharat Kosh in favour of “Pay and Accounts Officer, Ministry of Corporate Affairs, Mumbaiâ€â€™

within thirty days from the date of receipt of a copy of this Order; and

(b) Upon such restoration, the Petitioner Company shall file all its pending financial statements and Annual Returns with all the applicable fees and late

fees with the Respondent Registrar of Companies within thirty days from the date on which the name of the Company is restored to the Register;

failing which, this order will stand vacated automatically.

Upon restoration of the name of the Petitioner Company to the Register of Companies after complying with the terms mentioned above, the

Registrar of Companies, Maharashtra, Mumbai, shall issue appropriate communications to the bank authorities for defrizzing the accounts of the

Petitioner Company.