Gagan Road Solutions Private Limited vs Registrar of Companies, NCT of Delhi and Haryana

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant Company-Gagan Road Solutions Private Limited, through its Director Mrs. Suneeta Devi,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, NCT of Delhi and Haryana. It is stated that the name of the company was struck off on 31.01.2022. Copy of the Master Data of the company is attached as Annexure-I with the petition.

It is submitted that the petitioner, with its registered office in NCT of Delhi and Haryana, struck off the petitioner’s name of the Register due to defaults in statutory compliances, namely, failure to file Financial Statements & Annual Returns for preceding three years. 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, NCT of Delhi and Haryana and the Income Tax Department. The Affidavit of Compliance was filed vide diary No. 02297/7 dated 05.01.2023 The Registrar of Companies, NCT of Delhi and Haryana has submitted a report vide Diary No. 02297/5 dated 07.12.2022 that the last Annual Return and Balance sheet submitted by the company to this office,before it was considered tobe struck off, pertain to the financial year that ended on 31.03.2017. Moreover, no subsequent documents had been filed by the company with this office to obtain the status of a “Dormant

Company” under Section 455 of the Companies Act, 1956. Hence, this office had reasonable cause to believe that the company was not in operation, and therefore, the name of the company was considered for strikking off from this Register of Companies. The name of the company was struck off as per the provision of Section 248(1)(c) of the Companies Act, 2013 read with Rule 9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 vide Notice in the form of STK-7 dated 20.04.2022. The action of striking off the present company was legal and justified, as the company was not carrying on any operations for a period of two immediately preceding financial years.

It has been stated by the Income Tax Department in its report filed vide Diary No.02297/06 dated 03.01.2023. There is no outstanding demand in this case. Also, no proceedings are pending in this office. The details of the ITR filed by the Company are as under:-

Sl.

No.

Particulars

A.Y.

Date of filing of Return

Gross total Income/Loss (in Rs.)

Refund (in Rs.)

1

Details of ITR Filed by the Company

2016-17

04.03.2018

328100/-

2380/-

2017-18

31.03.2018

541450/-

110320/-

2018-19

30.03.2019

84020/-

90650/-

2019-20

20.06.2020

516644/-

127900/-

2020-21

31.03.2021

796790/-

207140/-

The Affidavit was filed vide Diary No.02297/8 dated 15.05.2023 wherein it is stated that the Applicant Company has been carrying on business and was in operation at the time of striking off of the company as stated in the ROC report. 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 Financial Statements of F.Y. ended 2018, 2019, 2020, 2021 and 2022 are attached as Annexure-A-5 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, NCT of Delhi and Haryana, the Financial Statements for the year ended at 2018 to 20122 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, NCT of Delhi and 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 fees/fines as decided by Registrar of Companies, NCT of Delhi and Haryana, within 45 days from the date on which its name is restored on the Register of Companies maintained by the Registrar of Companies, NCT of Delhi and Haryana.

c. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, NCT of Delhi and Haryana, 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, NCT of Delhi and Haryana, 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. 102/Chd/Hry/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.