HNS Projects Private Limited vs Registrar of Companies, Delhi & Haryana

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant-HNS Projects Private Limited, CIN: U70200HR2009PTC038803 through its Director, Mr. Raj Kumar under Section 252(3) of the Companies Act, 2013 for restoration of name of the struck off company in the Register of Companies, maintained in the office of the Registrar of Companies, NCT of Delhi & Haryana. It is stated that the name of the company was struck off on 29.10.2019. Copy of notice of striking off is attached with petition as Annexure-11. Copy of Master Data of the company is attached with the petition as Annexure-1.

It is contended that the company has not submitted the Financial Statements and Annual Returns before the Registrar of Companies since Financial Year ended 2017. Copies of the financial statements from year ended 2018 to financial year ended 2021 along with Income Tax Return for the Assessment Year from 2017-18 to 2020-21 are attached as Annexure-12 and Page Nos.215-218 respectively of the main petition.

It is submitted that the petitioner company, with its registered office in Haryana, inadvertently missed to file the financial statements and annual returns with the RoC, 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, NCT of Delhi & Haryana and Income Tax Department. The Registrar of Companies, NCT of Delhi & Haryana has submitted a report vide Diary No.01199/01 dated 28.02.2022 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 had not filed the statutory annual documents with the Registrar of Companies subsequent to the Financial year ended on 31.03.2016 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.1178 dated 02.03.2022 through Balister Singh, Income Tax Officer, Ward 1(4), Gurugram that the company has pending dues for year 2020-21 is of Rs.31,660/- and for the year 2019-20 is Rs.1,46,460/-. Therefore, total outstanding demand is of Rs.1,78,120/- (excluding interest) against the Company. The applicant in its compliance affidavit vide Diary No.01199/4 dated 02.05.2022 stated that there is an outstanding demand of Rs.1,46,460/- pending against the Company but now the same has been deposited by the Company and there is no dues pending against the Company.

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 18.04.2022, the applicant company was directed to furnish affidavit to the effect 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.01199/4 dated 02.05.2022 where the Appellant has submitted that the revenue from operations in the financial year 2016-17 was NIL, financial year 2017-18 was Rs.1,361,770, financial year 2018-19 was Rs.1,905,000/-, financial year 2019-20 was Rs.596,950/- and financial year 2020-21 was Rs.291,240/-.

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 & Haryana, the audited accounts submitted by the petitioner company, 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 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 & 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, NCT of Delhi & 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 & Haryana.

c. The Oriental Bank of Commerce (Account No.08891131001286) is directed to defreeze the current account of the petitioner company and allow the petitioner company to have full access of the same.

d. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, NCT of Delhi & Haryana within thirty days of the receipt of this order.

e. 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.

f. 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 the 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.

g. This order is subject to the payment of outstanding demand of Rs.31,660/- for the year 2020-21 to Income Tax Department, if any.

h. The Income Tax Department may take 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.

i. This order will be subject to payment of costs of ₹50,000/- (Rupees Fifty 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.92/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.

Certified copy of this order, if applied for, be issued upon compliance with all requisite formalities.