M/s Enterprise Business Solutions Private Limited vs Registrar of Companies Chandigarh

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant Company-M/s Enterprise Business Solutions Private Limited, through its Directors 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, Chandigarh. It is stated that the name of the company was struck off on 17.02.2022. Copy of the notice of striking off is attached with the petition as Annexure A-2. Copy of the Master Data of the company is attached with the petition as Annexure A-1.

It is submitted that the petitioner No.1 is having its registered office in Chandigarh, and its name has been struck off due to defaults in statutory compliances, namely, failure to file Financial Statements and Annual Returns. 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, Chandigarh and the Income Tax Department. The Affidavit of Compliance was filed vide diary No. 00823/3 dated 27.09.2022. The Registrar of Companies, Chandigarh has submitted a report vide Diary No. 00823/2 dated 07.09.2022 that the Registrar of Companies, Chandigarh 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 from 2018-19 to 2020-21 and the company was not carrying on business or not in operation at the time of struck off vide public notice ROC/STK7 dated 17.02.2022 due to defaults in statutory compliances the name of the company was struck off.

This Adjudicating Authority vide its order dated 07.08.2023 had directed the learned Senior Standing Counsel of the Income Tax Department to file a report on behalf of the Income Tax Department and the learned counsel for the petitioner was also directed to file an amended memo of parties. In compliance of the aforementioned administrative order dated 07.08.2023, the learned Senior Standing Counsel of the Income Tax Department filed its report vide Diary No.00823/8 dated 10.08.2023 wherein it has been submitted that there is no outstanding demand pending against the petitioner and the learned counsel for the petitioner filed the amended memo of parties filed vide diary No. 00823/5 dated 18.08.2023. The Affidavit was filed vide Diary No.00823/3 dated 27.09.2022 wherein it is stated that the Applicant Company has been carrying on business and operations continuously since its incorporation and has been working on the day it was struck off. Hence, it is clear that the Petitioner Company was carrying on business and was in operation and working at the time its name was struck off. Copy of the Audited Report and Financial Statements of F.Y. 2018-19, 2019-20 and F.Y. 2020-21, ITR of the company for the F.Y. 2018-19, 2019-20, 2020-21 and Bank Statement of the Company are attached as Annexures-III, IV and V of the main petition.

After considering the submissions of the learned counsel on behalf of the petitioner and on a perusal of the report of Registrar of Companies, Chandigarh, the Financial Statements for the F.Y. 2018-19, 2019-20 and F.Y. 2020-21 have been submitted by the petitioner, 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, Chandigarh 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 the status of the 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 fees/fines as decided by Registrar of Companies, Chandigarh, within 45 days from the date on which its name is restored on the Register of Companies maintained by the Registrar of Companies, Chandigarh.

c. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, Chandigarh, 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, Chandigarh, to take appropriate action in accordance with the 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 the 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.  50/Chd/Pb/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.