Kadyan Enterprises India Private Limited vs Registrar of Companies, Delhi And Haryana

Harnam Singh Thakur, Member (Judicial)

This Company Appeal has been filed by Appellant – Kadyan Enterprises India Private Limited, CIN: U28999HR2014PTC053706; through its Directors, Mr. Sunil Kumar & Naresh Kumar Goyal, under Section 252(1) of the Companies Act, 2013 for restoration of the name of the struck off the 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 29.12.2019. Copy of notice of strike-off i.e. STK-7 is attached with the petition as Annexure A-3. Copy of Master Data of the company is attached with the petition as Annexure A-10.

It is averred that the company submitted the last Financial Statements for the year 2015-16 dated 30.09.2016 before the Registrar of Companies. Copy of Bank statements and financial statements for Financial year(s) 2016-17, 2017-18 and 2018-19 are attached as Annexure A-5. The copies of Income Tax Returns for Assessment Year 2019-20 is attached as Annexure A-6.

It is submitted that the petitioner company, with its registered office in Haryana, the name of the company has been struck off from the register of companies maintained by respondent due to non-filing of Annual Accounts and Annual Return by the company. 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 and Haryana and Income Tax Department. The Registrar of Companies, NCT of Delhi and Haryana has submitted a report vide Diary No.01269/5 dated 08.11.2021 that the they had issued notice to the company and its directors in terms of Section 248 of the Companies Act, 2013 vide Notice in STK-7 dated 29.10.2019. The company was not carrying on any operations for a period of two immediately preceding financial years and the last Annual Return and Balance Sheet submitted by the company to this office, before it was considered to be struck off, pertain to the financial year that ended on 31.03.2016. 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, 2013. 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 striking off from the Register of Companies.

Report of Income Tax Department is submitted vide Diary No. 01269/4 dated 11.07.2022 wherein it is stated that no demand is outstanding against Appellant Company and no prosecution, proceedings or criminal complaints are pending against the company. The following are the details of return of income filed by the company:-

Details of last 5 years Income Tax returns:-

Asstt. Year

Returned income

A.Y. 2020-21

0 (loss of Rs. 131203/-)

A.Y. 2019-20

13,149/-

A.Y. 2018-19

ITR NOT FILED

A.Y. 2017-18

ITR NOT FILED

A.Y. 2016-17

0 (loss of Rs. 10500/-)

A.Y. 2015-16

0 (loss of Rs. 3500/-)

As per order dated 11.11.2022, of this Tribunal, it has been stated by the learned counsel for the Income Tax Department has no objection to the restoration of the name of the companies allowed and the report of ROC also filed vide which is stated that the applicant may be directed to prove that company was carrying on business and in operation when striking off, rejoinder has been filed to that effect vide Diary No. 01269/8 dated 14.07.2022. The name of the company was struck off in the year 2020 and after that the ITR has been filed for the assessment year 2021 on 15.02.2022 which shows that applicant-company was in his business at the time of striking his name.

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 & Haryana, Income Tax Department report, the Bank statements and financial statements 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 & 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 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.

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 & 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 the 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 ₹50,000/- (Rupees Fifty Thousand Only) to be paid in favour of “Prime Minister National Relief Fund” within three weeks from the receipt of the duly certified copy of this order.

The Company Appeal  No.  5/Chd/Hry/2021  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.

The registry is directed to issue a certified copy of this order to the concerned parties.