Kashmir Wool & Silk Textile Park Private Limited vs Registrar Of Companies

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant- M/s Kashmir Wool & Silk Textile Park Private Ltd., through its Director, Mr. Kush Aggarwal, 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, Jammu & Kashmir. It is stated that the name of the company was struck off on 08.08.2018. Copy of the notice of striking off is attached with the petition as Annexure-A 21. Copy of the Master Data of the company is attached with the petition as Annexure-A1.

It is contended that the Registrar of Companies, Jammu J&K i.e. the Respondent herein, struck off the appellant company’s name of the Register vide public notice ROC/STK/7 dated 08.08.2018, due to defaults in statutory compliances.

It is submitted that the appellant company, with its registered office in Kathua, UT of Jammu & Kashmir-184104, struck off the appellant company’s name of the Register due to defaults in statutory compliances, namely, failure to file Financial Statements & Annual Return. 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, Jammu & Kashmir and the Income Tax Department. The Affidavit of Service was filed vide diary No.00642/01 dated 27.06.2022. The Registrar of Companies, Jammu & Kashmir has submitted a report by post that the Registrat of Companies, J&K has struck off the name of the appellant company under Section 248 of the Companies Act, 2013 after initiating the process for strike off the name of the company as per provisions of section 248 of the Companies Act,2013 because the company had not filed any of its statutory documents with the Registrar of Companies since incorporation and believing that the company is not in operation. There is no objection if the name of the company is restored to the ‘register of companies’ under the provisions of Section 252(3) of the Comopanies Act,2013.

It has been stated by the Income Tax Department in its report filed vide Diary No.00642/2 dated 27.06.2022 through Rahul Padha, Deputy Commissioner of Income Tax, Circle-I, Jammu that no demand is outstanding against the Company. It is relevant to mention here that the Company has filed the Return of Income for the Assessment Year (s) 2014-15 to 2017-18 declaring Nil income. However, no return of income has been filed for the Assessment Year(s) 2018-19 to 2021-22. As per provisions of Section 139(1) of the Income Tax Act, 1961, it is mandatory/compulsory for companies and firms to file a return of income or loss for every previous year on or before the due date in the prescribed form, failing which the said entity is liable for prosecution under Section 276CC of the Income Tax Act, 1961.

The appellant company owned leasehold land (page 87 of the petition) and also given advances of Rs.2,45,45,874/- as at 3103.2021 for purchase of land (page 76 of the petition) for setting up Integrated Textile Industrial Park in the UT of J&K as per Govt. policies. There are unsecured loans of Rs.2,25,48,180/- payable by appellant Company as at 31.03.2021 (page 74 of the petition). The appellant company has filed its Audited Balance Sheets for the Financial Years 2014-15 to 2020-21 with the petition, which shows that at the time of striking off the name of the company, the company was carrying on business or was in operation.These submissions have been supported by way of affidavit field vide diary No. 00642/3 dated 01.09.2022 that the appellant company was at the time of its name being struck off, in operation.

After considering the submissions of the learned counsel on behalf of the petitioner and on a perusal of the report of Registrar of Companies, Jammu & Kashmir, the Audited Balance Sheets submitted by the appellant 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 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, Jammu & Kashmir, the respondent herein, is directed to restore the original status of the appellant 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 appellant company from ‘struck off’ to ‘active’.

b. The appellant 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, Jammu & Kashmir within 45 days from the date on which its name is restored on the Register of Companies maintained by the Registrar of Companies, Jammu & Kashmir.

c. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, Jammu & Kashmir 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, Jammu & Kashmir to take appropriate action in accordance with the law, for any other violation/offences, if any committed by the appellant 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 “PM Cares Fund” within three weeks from the receipt of the duly certified copy of this order.

The CP No.34/Chd/J&K/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.