Jitender Singh Mor- Mahadev Infrabuild Private Limited vs Registrar of Companies

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant – Mahadev Infrabuild Private Limited, CIN: U70109HR2006PTC036293; through its Members, Mr. Jitender Singh Mor and Santosh Kumari, under Section 252(1) 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 and Haryana. It is stated that the name of the company was struck off on 08.08.2018. Copy of notice of strike off is attached with petition as Annexure B-8. Copy of Master Data of the company is attached with the petition as Annexure B-12.

It is averred that the Income Tax filing is completed upto Assessment Year 2019-20. Copy of Acknowledgements for filing of ITR are enclosed as Annexure B-11. That the Audited Financial Statement for Financial Year 2014-15, 2015-16, 2016-17, 2017-18 and 2018-19 duly approved by the members at the Annual General Meeting held on 30.09.2015, 30.09.2016, 30.09.2017, 29.09.2018 and 30.09.2019 respectively. Certified copy of Financial Statement is enclosed as Annexure B-9 with the main petition.

It is submitted that the petitioner company, with its registered office in Haryana, without any mala fide motive and due to lack of professional support and guidance could not file its Annual Return and Balance Sheet for the financial year ended 31.03.2015, 31.03.2016, 31.03.2017, 31.03.2018 and 31.03.2019 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, the Registrar of Companies, NCT of Delhi & Haryana has submitted a report vide Diary No.01369/3 dated 10.08.2021 that the they had issued notice to the company and its directors in terms of Section 248(1)(c) of the Companies Act, 2013 read with Rule 9 of Company (Removal of Names of Companies from the Register of Companies) Rules, 2016. The last Annual Return and Balance Sheet submitted by the company before it was considered to be struck off, pertain to the financial year ended on 31.03.2014. Moreover, no subsequent documents had been filed by the company to obtain the status of a “Dormant Company” under Section 455 of the Companies Act, 2013. Believing that the company was not carrying on business or not in operation, the name of the company was struck off. It is submitted by RoC that 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.01369/01 dated 15.01.2021 through Principal Commissioner of Income Tax, Rohtak through Kanwar Vir Singh, Income Tax Officer, Ward 1, Sonepat, as of now the following demand is outstanding against the Company as per AST/ITBA/e-filing Portal:-

Assessment Year

Demand in (Rs.)

2010-11

72,625/-

2011-12

8,84,060/-

2012-13

3,11,110/-

2014-15

1,74,920/-

And as of now, the return of income for the Assessment Year 2020-21 is under process.

Further, it is submitted by the appellant that the company is neither a shell company nor any illegal transaction has taken place in the company. The Appellant has furnished an affidavit stating that undertaking in respect of outstanding Income Tax dues by the Director of the company is emailed to Income Tax counsel. It is further submitted that the Company was operational at the time of striking off its name from the Register of Companies. In support of this contention it is submitted that the company was having revenue from its business operation. Details of revenue from operations is tabulated herein:-

S. No.

Financial Year

Revenue from

Operations

(Amount in Rs.)

1.

2014-15

1,21,66,286/-

2.

2015-16

5,35,73,700/-

3.

2016-17

60,20,000/-

4.

2017-18

1,58,00,000/-

5.

2018-19

1,43,21,000/-

After hearing and 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 audited accounts submitted by the petitioner company, and other documents placed on record, this Bench is of the considered view and 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 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 fee/fine 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, and it will not come in the way of Registrar of Companies, NCT of Delhi and 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.

f. 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.

g. This order will be subject to payment of costs of ₹30,000/- (Rupees Thirty 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 Company Appeal No.10/Chd/Hry/2020 is disposed of

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

Registry is directed to issue certified copy of this order to the concerned parties.