Capacious Infrastructure Pvt. Ltd. vs Registrar Of Companies And Ors.

Kapal Kumar Vohra, Member (T)

This Appeal has been filed by 'Capacious Infrastructure Pvt. Ltd.' (Appellant) invoking the provisions of Section 252 of the Companies Act, 2013 (The Act) for restoration of the name of the Appellant Company in the Register of Companies (Register) maintained by the Registrar of Companies (RoC).

As per the averments, Capacious Infrastructure Pvt. Ltd. was incorporated on 08.11.2012 as a Private Limited Company and has its registered office at G-18, Ground Floor, H-1, Garg Tower, Near PP Jewellers, having Corporate Identity Number (CIN) U45200DL2012PTC244631. The main object is to carry on the business of development of infrastructure, undertaking of infrastructure projects, purchase, sale, develop, construct, hire or otherwise acquire and deal in all real estate properties.

An action was initiated by the RoC at the instance of MCA in striking off the names of several Companies who had failed to file their Statutory Returns. The Appellant had failed to file its Financial Statements and Annual Returns from the FY 2015-16 onwards thereby giving rise to the surmise that the Company was not doing any business activity. Consequently, its name was struck off by the Respondent (RoC) from the Register under Section 248 of the Act vide notification dated 08.08.2018. The Appellant Company admits its default in carrying out the statutory compliances but submits that the same was due to lack of professional guidance, inadvertence.

The Appellant is ready to submit its Financial Statements and Annual Returns before the Respondent.

The Appellant submits that it has been in continuous business operation, has been regular in preparing its balance sheets and filing Income Tax (IT) Returns with the competent authorities. In order to corroborate this submission, the Appellant has placed before us the following evidence:

i. As per the IT Return Acknowledgement for the AY 2018-19, the Company had total tax payable of Rs. 5,220. For the AY 2017-18, the Petitioner Company had total tax payable of Rs. 43,975. Similarly the Company has also submitted Income Tax Returns for the AY 2016-17.

ii. Further as per the Audited Financial Statements as on 31st March 2018, the Company had revenue from operations at Rs. 2,60,971. For the FY 2016-17, the Company had revenue from operations totaling Rs. 2,17,92,000.

iii. Copy of Bank Statements of Punjab National Bank for the period 01.04.2016 to 23.01.2019, showing credit balance.

The provisions pertaining to restoration of the name of the Company have been provided in Section 252 of the Act which include that, if it is just and equitable to restore the name of the Company in the Register, the Tribunal may direct the RoC to restore the name in its Register.

The Appellant has been able to satisfy this Bench that it is a going concern which necessitates and justifies restoration of its name in the Register.

In view of the above, the Petition is allowed subject to payment of costs of Rs. 25,000 to the Prime Minister Relief Fund along with Rs. 50,000 to the Ministry of Corporate Affairs. The restoration of the name of the Appellant Company in the Register will be subject to the Company's 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. The name of the Petitioner Company shall then stand restored in the Register of the RoC, as if its name had not been struck off.

The direction for freezing the Bank Account(s) of the Appellant Company, if on this ground, shall consequently be also set aside immediately to enable the Company carry out its business operation. Compliance of this order for restoration shall be made by the Respondent with all its consequential effects within one week of compliance by the Appellant.

The Petition is disposed of accordingly.

Let the copy of the order be served to the parties.