Income Tax Officer vs Registrar Of Companies And Ors

Kapal Kumar Vohra, Member (T)

This Appeal has been filed by Income Tax (IT) Authority invoking the provisions of Section 252 of the Companies Act, 2013 (The Act) for restoration of the name of the Respondent No. 2 Company (The Company), Ultra Urban Infratech Ltd., in the Register of Companies (Register) maintained by the Registrar of Companies (RoC), Respondent No. 1.

Service was duly effected on the RoC, the Company and one Director. Service was also effected to company and all directors through publication in Hindi newspaper "Jansatta", Delhi edition dated 30.01.2020 (Company's name appears at Sr. No. 2) & English Newspaper "Financial Express" Delhi edition dated 30.01.2020 (Company's name appears at Sr. No. 2). During the hearing, the Ld. Counsel for the Appellant (IT Dept.) and Ld. ARoC appeared. None appeared on behalf of Respondent Nos. 2 to 5 to oppose the prayer made by the Appellant.

Ministry of Corporate Affairs, through the office of the RoC, had struck off names of several companies from Register for want of filing Statutory Returns. Name of the Company was duly struck off from the Register on 30.06.2017.

Invoking the provision of Section 252 of the Act, the IT Dept. prayed for the restoration of the name of the Company to the Register maintained by the RoC in order to effectively carry out tax proceedings initiated against the Company. As per averments, giving reference to the information available on website of MCA, Respondent Company was incorporated on 27.11.2008 under Companies Act, 1956 with the RoC having registered address at C-1, Flat No. 1655, Nelson Mandela Marg, Vasant Kunj, New Delhi 110070.

For AY 2010-11, tax penalty order dated 29.03.2017 was passed under Section 271 of IT Act for Rs. 16,80,963 by IT Dept. For the AY 2011-12, a Tax demand of Rs. 2,10,82,820 was raised against the Company. Further, penalty order for Rs. 1,56,35,892 was passed on 29.03.2017 for the same AY 2011-12. Including some other demands, the Tax demands of Rs. 3,84,06,985 for AY 2010-11 and AY 2011-12 are still outstanding against the Respondent Company.

It is submitted by the IT Dept. that 'Strike Off status of the Company will affect the validity of the assessment order and penalty proceedings. For framing the assessment order, for recovering the tax dues and for any further consequential proceedings under the IT Act, it is just and equitable and in public interest that the name of the Respondent Company be restored to the Register as if the name of the Company had not been struck off from the Register.

Ld. Counsel for the IT Dept. submits that the aforesaid facts (para 5) of tax dues necessitate restoration of the name of the Company in the Register to proceed further in accordance with law. In view of the grounds raised by the Appellant, being an aggrieved person, the prayer can be entertained u/s 252(1) read with Section 252(3) of the Act.

We have gone through the averment made in the memo of appeal filed by the Appellant and the submissions made by the Ld. Counsels appearing for the Appellant (IT Dept) as well as ARoC. We find that ARoC has not. raised any objection. The reasons for restoring the name of the Company is that an amount of Rs. 3,84,06,985 is recoverable by IT Dept. Therefore, we are of the considered view that this appeal is liable to be allowed. Accordingly, the appeal is allowed and we hereby set aside the order dated 30.06.2017 of ARoC by which the name of the Company was struck off.

The RoC is directed to restore the name of the Company in their Register and also proceed to take such other and further penal action against the Respondent Nos. 2 to 5 in accordance with the statutory provisions if required.

We, however, make it clear that this Bench has only directed restoration of the name of the Company in the Register maintained by the RoC on the basis of averments made in the Appeal and in no way endorses IT Dept.'s entitlement to recover which shall be adjudicated by the IT Dept. subject to the laws of limitation and other laws governing such recoveries. Compliance be made with the RoC within 30 days.