Frenden Housing Private Limited vs Registrar of companies

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant Company-M/s Frenden Housing Private Limited,, through its Director, Sh. Ankush Kumar Kamra, 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, Punjab and Chandigarh. It is stated that the name of the company was struck off on 17.02.2022. Copy of the notice of striking off is attached with the petition as Annexure-P4. Copy of the Master Data of the company is attached with the petition as Annexure-P1.

It is contended that the Registrar of Companies, Punjab and Chandigarh i.e. the Respondent herein, struck off the petitioner’s name of the Register vide public notice ROC/STK/7 dated 17.02.2022 due to defaults in statutory compliances.

It is submitted that the petitioner, with its registered office in Punjab and Chandigarh, struck off the petitioner’s name of the Register due to defaults in statutory compliances, namely, failure to file Financial Statements & Annual Returns since 2017-18. 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, Punjab and Chandigarh and the Income Tax Department. The Affidavit of Service was filed vide diary No.01259/11 dated 25.07.2022. The Registrar of Companies, Punjab and Chandigarh has submitted a report vide Diary No. 01259/12 dated 20.09.2022 that the company had not filed the statutory annual documents with the Registrar of Companies from 2018-19 & 2019-20 and believing that the company was not carrying on business or not in operation from 2018-19. The company was struck off and Gazette Notification in terms of section 248 of the Companies Act, 2013 was published, notifying the names of companies which were struck off (Annexure-II).

It has been stated by the Income Tax Department in its report filed vide Diary No.01259/13 dated 18.10.2022 through Sh. Avinash Singh Aditya, Income Tax Officer, Ward-6(1), Mohali stating that no demand is outstanding against the company, also nor any proceedings are pending.

The details of return of income filed by the Company are as under:-

A.Y

Date of filing of return

Returned Income (in Rs.)

2017-18

29.10.2017

3,06,860

2018-19

30.10.2018

3,50,570

2019-20

31.10.2019

3,93,840

2020-21

31.03.2021

3,25,400

However, there is no outstanding demand from Income Tax Department.

The compliance Affidavit was filed vide Diary No.01259/15 dated 06.12.2022 wherein it is stated that the company has timely filed all the Annual and Statutory returns in compliance with the provisions of other acts such as the Income Tax Act and Finance Act. It is stated that there is no gap in filing Income Tax returns to the concerned department. Hence, it is clear that the Petitioner Company was carrying on business and was operative and working at the time its name was struck off. Copy of the acknowledgments for the A.Y. 2019-21 is attached as Annexure-P11 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, Punjab and Chandigarh, the Auditor’s Reports & Financial Statements for the year ended at 31.03.2018 to 31.03.2021, Bank Statements and Income Tax Returns for the A.Y 2019-20, 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, Punjab and Chandigarh, 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, 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. It will not come in the way of the Registrar of Companies, Punjab and Chandigarh, 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. 57/Chd/Pb/2022 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.