Delhi High Court
Raj Kumar Sharma & Others vs Registrar Of Companies on 29 November, 2010
Author: Sanjiv Khanna
8.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY PETITION NO. 137/2008
Date of decision: 29th November, 2010
SH. RAJ KUMAR SHARMA & ORS. ..... Petitioners
Through Mr. Sarat Chandra, Advocate.
versus
REGISTRAR OF COMPANIES ..... Respondent
Through Mr. Baldev Malik, Advocate.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. By this petition under Section 633(2) of the Companies Act, 1956
(Act, for short), the petitioners have prayed for relief from defaults
mentioned in Annexure P-3 and for extension of protection to the
petitioners till decision of Company Appeal No. 7/1999 pending before
the Division Bench. Annexure P-3 is notice for default under Sections
159/166/210(3) and 220 of the Act in respect of M/s Mehrauli Dehat
Transport Company Private Limited (the company, for short). As per
this notice, the company has failed to file its annual returns for the
financial years 1995 to 2007 in accordance with Section 159 of the Act
and has also failed to file annual returns and balance sheets with profit
and loss accounts for the financial years ending 31st March, 1995 to 31st
March, 2007.
2. It is stated in the petition that the affairs of the company became
subject matter of litigation in CP No. 91/1980 under Section 397 and 398
of the Act, which resulted in litigation between Damodar Dass and his
son-in-law Ram Kumar Sharma. Ram Kumar Sharma expired on 11th
COMPANY PETITION NO. 137/2008 Page 1
April, 1990 and Damodar Dass expired on 15th December, 1992.
Accordingly, this petition CP No. 91/1980 was not pressed further in
terms of orders dated 27th April, 1995 and 12th May, 1995.
3. In this CP No. 91/1980, allegations were made that Ram Kumar
Sharma, Managing Director was in possession of the records but was not
rendering accounts of the company since 1st April, 1974 onwards besides
withholding premises of the company at Mehrauli, Delhi. The
petitioners have not enclosed copy of any order or direction passed in CP
No. 91/1980.
4. It is stated in the petition that one of the sons of Ram Kumar
Sharma, Ghanshyam Dass came into possession of the entire records of
the company and there are disputes between Ghanshyam Dass and other
shareholders of the company including, Phool Kumar younger brother of
Ghanshyam Dass. Application for perjury was filed against Ghanshyam
Dass in CP No. 91/1980. It is stated that Ghanshyam Dass has not filed
on record copy of any order passed in CP No. 91/1980.
5. The petitioners had earlier filed another petition under Section
633(2) of the Act, CA No. 97/1967. This petition was disposed of vide
order dated 2nd December, 1998, which reads as under:-
" After passing of the order dated 27th
April, 1995 by J.K. Mehra, J. for constituting
a new board, counsel for the petitioner states
that he will file return to the Registrar of
Companies w.e.f. 1995 onwards in accordance
with Rule as per the law. For the previous
year i.e. prior to 1995, he states that company
may be exempted from filing the return.
Counsel for the Registrar of Companies has
no objection provided the return be filed from
1995 till date. In view of this submission
made petitioner is exempted from filing the
return prior to 1995. But from 1995 onwards
he will file return in accordance with law.
The delay for filing the return from
COMPANY PETITION NO. 137/2008 Page 2
1995 till date is condoned.
With these observations petition stands
disposed. Dasti."
6. This order was subsequently clarified vide order dated 15th
December, 1998 and it was held that the word "return" should be read as
balance sheets, annual returns and returns.
7. It is clear from the order dated 15th December, 1998 that the Court
had granted benefit of Section 633(2) of the Act for defaults upto 1995 as
a new Board of Directors was constituted by order dated 27th April, 1995
and the said new Board was required to function and file annual returns,
balance sheets etc. as per the Act. The Court specifically directed that
from 1995 onwards balance sheet, return etc. should be filed in
accordance with law. Obviously, this has not been done and, therefore,
Registrar of Companies has issued show cause notice dated 25th April,
2008.
8. It is stated in the application that by order dated 19th February,
1999 in CP No. 80/1984, Ghanshyam Dass was ordered to vacate the
premises of the company at Mehrauli, but instead of vacating the
premises, Ghanshyam Dass has preferred Company Appeal No. 7/1999
in which order dated 19th February, 1999 has been stayed. It is stated
that the petitioners would file annual returns, balance sheets, etc. after
Company Appeal No. 7/1999 is decided. I fail to understand and
appreciate co-relation between Company Appeal No. 7/1999 and filing
of annual returns, balance sheets, etc., after the new Board was
constituted vide order dated 27th April, 1995. Even if the company was
not doing business and was dormant, annual return, balance sheets, etc.,
could have been filed on the basis of available records. The Court had
earlier granted benefit to the petitioners under Section 633(2) of the Act
but with the specific stipulation that the returns with effect from 19th
COMPANY PETITION NO. 137/2008 Page 3
September, 1995 should be filed in accordance with law.
9. In these circumstances, I do not find any merit in the present
petition and the same is dismissed. It is clarified that the observations
made in this order are for the purpose of disposal of the present petition
and will not be binding and influence the decision of the trial court, if
any proceedings are initiated. It is also open to the petitioners to ask for
compounding and this order will not come in the way of the petitioners'
request for compounding, if any, is made.
SANJIV KHANNA, J.
NOVEMBER 29, 2010
VKR
COMPANY PETITION NO. 137/2008 Page 4
