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You are here: BAILII >> Databases >> The Dubai International Financial Centre >> DIFC Investments Ltd v DIFC Registrar of Companies [2025] DIFC CFI 021 (19 March 2025) URL: https://www.bailii.org/ae/cases/DIFC/2025/DCFI_021.html Cite as: [2025] DIFC CFI 021, [2025] DIFC CFI 21 |
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CFI 021/2025 DIFC Investments Ltd v DIFC Registrar of Companies
March 19, 2025 court of first instance - Orders
Claim No: CFI 021/2025
THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS
IN THE COURT OF FIRST INSTANCE
BETWEEN
DIFC INVESTMENTS LTD
Claimant/Applicant
and
DIFC REGISTRAR OF COMPANIES
Defendant/Respondent
ORDER WITH REASONS OF H.E. JUSTICE MAHA AL MHEIRI
AND UPON the Claimant's Part 8 Claim Form dated 28 February 2025 seeking the restoration of StepIn Lifestyle Fashion Ltd to the DIFC Public Register, as maintained by the Registrar of Companies (the “Restoration Application”)
AND UPON the Respondent’s acknowledgment of Service dated 10 March 2025
IT IS HEREBY ORDERED AND DIRECTED THAT:
1. The Restoration Application is accepted.
2. STEPIN LIFESTYLE FASHION LTD is restored to the Public Register.
3. DIFC Investments LTD is directed to:
a) deliver a copy of this Order to the Registrar of Companies within 14 days; and
b) forthwith inform the Court of such delivery by letter to the Registry.
4. There shall be no order as to costs
Issued by:
Delvin Sumo
Assistant Registrar
Date of issue: 19 March 2025
At: 3pmSCHEDULE OF REASONS
1. Between July 2021 to January 2022, the Claimant and StepIn Lifestyle Fashion Ltd (“StepIn”) entered into twelve (12) lease agreements whereunder the Defendant agreed to lease from the Claimant various units located in the Gate Avenue, DIFC (the “Premises”) for a lease period of 5 years, 3 months and 15 calendar days each (the “Lease Agreements”).
2. On 11 July 2024, the Claimant commenced proceedings against the StepIn in Case No. CFI-046-2024 seeking relief in respect of its breaches of the terms of eleven of the Lease Agreements.
3. On 4 July 2024, the DIFC Registrar of Companies (the “Registrar”) served notice on StepIn for it to be struck off the Public Register. The Notice provided StepIn an opportunity to raise its objections to the Registrar’s decision to strike off the Public Register, within three (3) months from the date of issuance of the Notice, which Stepin failed to provide.
4. Following the StepIn’s failure to acknowledge service of the Claim in Case No. CFI-046-2024 or to file a defence within the prescribed timeframe, the Claimant filed a request for default judgment, which was granted by way of the Order of Judicial Officer Maitha AlShehhi dated 23 August 2024.
5. On 2 October 2024, StepIn Lifestyle Fashion Ltd was struck off the Public Register by the Defendant. The Defendant did so in accordance with his powers under Article 32(1) of the Operating Law DIFC Law No.7 of 2018 (“Operating Law”), in light of StepIn’s failure to renew its commercial license for a period longer than six (6) months and to register a valid lease with the DIFC.
6. On 18 October 2024, the Claimant filed Enforcement Proceedings, a Part 50 Application pursuant to Rule 50.2(2) of the Rules of the DIFC Courts (the “RDC”). On 18 December 2024, the Registry issued the Order of H.E. Justice Maha Al Mheiri for Mr. Birendra Tiwari, Director of Stepin Lifestyle Fashion Ltd, to produce documents and attend Court for questioning at a Part 50 Examination Hearing.
7. The Claimant seeks to restore StepIn to the Public Register pursuant to:
a) Article 33(1)(b) of the Operating Law in its capacity as a person having an interest in any property that benefited by obligations owed by Stepin to the Claimant, pursuant to the terms of the Lease Agreements; and
b) Article 33(1)(f) of the Operating Law, in its capacity as a judgment creditor in respect of the Default Judgment, which was issued prior to Stepin’s strike off from the Public Register on 2 October 2024.
Court’s Conclusion
8. Further to Article 33 of the Operating Law:
“33. Restoration of a Registered Person
(1) The Court may, on application of:
…
(b) any person having an interest in any property that was subject to rights vested in the Registered Person or that was benefited by obligations owed by the Registered Person; …
(f) any person who was a Creditor of the Registered Person at the time of its striking off or dissolution; or …
(2) The general effect of an order by the Court pursuant to Article 33(1) for restoration to the Public Register is that the Registered Person is deemed to have continued its existence as if it had not been dissolved or struck off the Public Register. The Registered Person shall not be liable to a fine for failure to deliver accounts for any financial year in relation to which the period for filing accounts ended after the date of dissolution or striking off and before the restoration of the Registered Person to the Public Register.”
9. Based on the submissions and the lack of opposition from the Defendant, the Court shall grant the restoration of StepIn to the Public Register and direct that a copy of this Order be delivered to the Defendant to effect the Restoration of StepIn.
10. According to Article 33 (2) of the Operating Law, the effect of the order is that StepIn “is deemed to have continued in existence as if it had not been dissolved or struck off the Public Register”. Since by Article 33 (6) the restoration takes effect upon a copy of the Order being delivered to the Defendant, it should be directed that it be delivered and that the Court be informed that it has been delivered.
Costs
11. There shall be no order as to costs.