Anupriaa Associates Private Limited vs Registrar of Company

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant – Anupriaa Associates, CIN: U70109HR2013PTC050611; through its shareholder, Ms. Sunita Yadav, under Section 252(3) of the Companies Act, 2013 for restoration of the name of the struck off the company in the Register of Companies, maintained in the office of the Registrar of Companies, NCLT of Delhi & Haryana. It is stated that the name of the company was struck off on 29.10.2019. Copy of notice of strike-off i.e. STK-7 is attached with the petition as Annexure E. Copy of Master Data of the company is attached with the petition as Annexure H.

It is averred that the company has not submitted the Financial Statements and Annual Returns before the Registrar of Companies for the period of three continuous years and has not made any application within such period for obtaining the status of dormant company under section 455 of the Companies Act, 2013.

It is submitted that the petitioner company, with its registered office in Haryana, initially the company was working well but thereafter, both the aforesaid partners had some family dispute so that meeting could not be held and signing of financials could not have happen and therefore annual filing could not be done and it will be unfair to the company and its creditors if the name of the company is struck off. Hence, the petitioner prayed for passing of an order for restoration of the name of the Appellant Company.

Notices were issued to the Registrar of Companies, NCLT of Delhi and Haryana and Income Tax Department. The Registrar of Companies, NCLT of Delhi and Haryana has submitted a report vide Diary No.01044/2 dated 10. 03.2022 that the they had issued notice to the company and its directors in terms of Section 248 of the Companies Act, 2013 read with Rule 7 & 9 of Company (Removal of Names of Companies from the Register of Companies) Rules, 2016 because the company was not carrying on any operations for a period of two immediately preceding financial years and the last Annual Return and Balance Sheet submitted by the company to this office, before it was considered to be struck off, pertain to the financial year that ended on 31.03.2016. It is further submitted by RoC that as per the information provided by the Petitioner, it is observed as under:

Sr.

No.

Particulars

Remarks

1

Audited Financial Statement

Not Submitted with Petition

2

Income Tax Return

Acknowledge copy of ITR submitted with    Petition    for    the    following Assessment Year:

A.Y.  2019-20  showing  NIL  as  tax

paid

3

Bank Statement

Not submitted with Petition

4

GST Return

Submitted with Petition for month of

July, 2021

It is further submitted that company has not attached Audited Financial Statement except E-form – AOC-4 for the F.Y. 2015-16, which clearly fails to support the claim of the Company that it was carrying on business at the time of strike off and believing that the company was not carrying on business or not in operation at the time of struck off, the matter may be decided provided the petitioner company files all the pending documents, all the dues, annual returns, and balance sheets along with the requisite fee and additional fee as prescribed in the Rules.

It has been stated by the Income Tax Department in its report filed vide Diary No.01044/3 dated 02.03.2022 through Chandan Prasad Sharma, Income Tax Officer, Ward-1(1), Gurgaon that the company is filing return of income regularly and there is no demand/ proceedings pending with the Department as of now.

Further, it is stated that the company is neither a shell company nor any illegal transaction has taken place in the company. As per order dated 7. 04.2022, the applicant company was directed to furnish affidavit to the office that at the time of striking off the name of the company, the company was carrying on business or was in operation. To the said order, compliance affidavit has been filed vide Diary No. 01044/4 dated 21.04.2022 where the appellant has submitted that the company has already filed a copy of GSTR-3B, Bank statement, financial statement, ITR V to the RoC through Email at [email protected] evidencing the operation of business. Copy of Email (Annexure A-2). Copy of documents (Annexure A-3) of the affidavit,

After hearing and considering the submissions of the learned counsel on behalf of the petitioner and on a perusal of the report of Registrar of Companies, Punjab and Chandigarh, the audited accounts submitted by the petitioner company, and other documents placed on record, this Bench is of the considered view and holds that it would be just, equitable and fair in the interest of justice to provide an opportunity to the company to rectify its defaults and continue the business.

Accordingly, in exercise of the powers conferred on the Tribunal under Section 252 of the Companies Act, 2013, the petition is allowed on the following terms:-

a. The Registrar of Companies, NCLT of Delhi & Haryana the respondent herein, is directed to restore the original status of the Petitioner company as if the name of the company had not been struck off from the Register of Companies with the resultant and consequential actions like changing status of petitioner company from ‘struck off’ to ‘active’.

b. The Petitioner company is directed to file all pending statutory documents including annual accounts and annual returns along with prescribed fees/additional fee/fine as decided by Registrar of Companies, Punjab and Chandigarh within 45 days from the date on which its name is restored on the Register of Companies maintained by the Registrar of Companies, Punjab and Chandigarh.

c. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, Punjab and Chandigarh within thirty days of the receipt of this order.

d. On such delivery and after due compliance with the above directions, the Registrar of Companies is directed to publish the order in the official gazette under his office, name and seal.

e. This order is confined to the violations, which ultimately led to the impugned action of striking off the name of the company, and it will not come in the way of Registrar of Companies, NCT of Delhi & Haryana to take appropriate action in accordance with law, for any other violation/offences, if any committed by the Petitioner Company prior to or during the period when the name of the company remained struck off.

f. The Income Tax Department may take the necessary action as per law for non-filing or belated filing of the Income Tax Returns of the Company for any of the assessment years and also for recovery of outstanding demand, if any.

g. This order will be subject to payment of costs of ₹30,000/- (Rupees Thirty Thousand Only) to be paid in favour of “Pay and Accounts Officer, Ministry of Corporate Affairs” within three weeks from the receipt of the duly certified copy of this order.

The CP No. 10/CHD/HRY/2021 is disposed of accordingly.

The Registry is directed to send e-mail copies of the order forthwith to all the parties including the counsel.

The registry is directed to issue a certified copy of this order to the concerned parties.