Dhoula Dhar Resorts Private Limited vs Registrar Of Companies Himachal Pradesh

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant Mr. Kirpal Singh Parmar & Anr, under Section 252(3) of the Companies Act, 2013 for restoration of the name of the struck-off company in the Register of Companies, maintained in the office of the Registrar of Companies, Himachal Pradesh. It is stated that the name of the company titled Dhoula Dhar Resorts Private Limited was struck off on 17.02.2022. A copy of the notice of intimation of ROC and striking-off notice is attached with the petition as Annexure P3. A copy of the Master Data of the company is attached with the petition as Annexure P1.

It is submitted that the petitioner is having its registered office in State of Himachal Pradesh and the name of the company has been struck off from the Register due to defaults in statutory compliances, namely, failure to file Financial Statements & Annual Returns. Hence, the petitioner prayed for the passing of an order for the restoration of the name of the Appellant Company.

Notices were issued to the Registrar of Companies, Himachal Pradesh, and the Income Tax Department. The Affidavit of Service was filed vide diary No. 00446/2 dated 21.03.2023. The Registrar of Companies, Himachal Pradesh has submitted a report vide Diary No. 00446/4 dated 28.03.2023 stating that it was struck from the Register of Companies. It is submitted that from the record of MCA, it was observed that the company was not doing any business activities for the past 20 years & is holding a land of Rs.2.50 crores. The revenue from operational is Nil for the financial year 2018-19, 2019-2020, 2020-21, and 2021-22 as per financial statements.

It has been stated by the Income Tax Department in its report filed vide Diary No.00446/5 dated 25.04.2023 through Sh. Neeraj Bhardwaj, Income Tax Officer, Ward Nurpur, District Kangra stating that the name of the company was struck off from the Register of Companies due to default on the part of the company i.e. non-filing of financial statements, or annual returns for any continuous period of 2 financial years. It is further stated that the assessee M/s Dhoula Dhar Resort Pvt Ltd, is having PAN No.:- AADCD4881 and is assessed with ITO Ward Nurpur. As per records, the Petitioner Company was incorporated on 15-03-1996 and a demand amounting to Rs. 1,030/- is outstanding against the Company for AY 2018- 19. However, no other proceedings are pending against the company. Vide order dated 15th May, 2023 of this Tribunal it was stated by learned counsel for the appellant that to be paid and this fact was admitted by the learned counsel for the Income Tax Department that the amount is paid and has received the receipt of the copy of the challan..

The Additional Affidavit has been attached with the main petition at Page No.21-23, wherein it is stated that the Applicant Company has been carrying on business and operations continuously since its incorporation and has been working on the day it was struck off and is continuously working as on date of this affidavit. Hence, it is clear that the Petitioner Company was carrying on business and was in operation at the time its name was struck off. Copy of the Purchase Financial Statements of 2018-19 to 2021-22, Income Tax Returns from 2011-12 to 2017-18, Bank Account Statements, Audited Financial Statements of F.Y. 2018-19 to 2021-22 are attached as Annexure P9, P10, P11 & P12 of the main petition.

After considering the submissions of the learned counsel on behalf of the petitioner and on a perusal of the report of Registrar of Companies, Himachal Pradesh, the Audited Statements for the year ended at 2018-19 to 2021-22 have been submitted by the petitioner, and other documents placed on record, this bench 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 the 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, Himachal Pradesh 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 fees/fines as decided by Registrar of Companies, Himachal Pradesh, within 45 days from the date on which its name is restored on the Register of Companies maintained by the Registrar of Companies, Himachal Pradesh.

c. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, Himachal Pradesh, 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. It will not come in the way of the Registrar of Companies, Himachal Pradesh, to take appropriate action in accordance with the 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 the 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 ₹50,000/- (Rupees Fifty Thousand Only) to be paid in favour of “PM Cares Fund” within three weeks from the receipt of the duly certified copy of this order.

The CP No. 21/Chd/HP/2023 is allowed and disposed of accordingly.

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