M/s. Rajlaxmi Promoters Private Limited vs Registrar of Companies, Odisha

Satva Ranian Prasad. Member (T)

This application has been filed under Section 252 (3) of the Companies Act, 2013 by one Mr. Ajay Kumar Nayak, by occupation Income Tax

Officer, Ward-1(2) Bhubaneswar, 3rd Floor Room No. 314, Aayakar Bhawan, Rajaswa Vihar, Bhubaneswar- 751 007, in the matter of the Struck

Off Company by name M/s. Rajlaxmi Promoters Private Limited having its Registered Office situated at: 605 - Rasulgarh, Bhubaneswar - 751

010, Odisha, with a prayer to direct Registrar of Companies, Odisha (ROC) to revoke Order passed by them under Section 248 (5) of the Companies

Act, 2013, whereby ROC had struck off the name of the Company from its Register as the Company committed default in filing its Statutory Returns

i.e. Balance Sheets and Annual Returns since the Financial Year ended March 31, 2012 onwards; observing that the Company was not doing its

business.

The prayer is based on the stated fact that the Struck Off Company had not paid Income Tax dues of Rs. 574/- Rs. 160/- Rs. 255/- and Rs. 4224/-

for the assessment years 2001-02, 2003-04, 2004-05 and 2005-06 respectively and the recovery proceedings are pending against them.

It is noted from the available records that the Struck Off Company namely, M/s Una Infrastructure Private Limited, was incorporated on 01st

January 1997 bearing CIN: U701090R1997PTC004745, a sa Private Limited Company limited by shares, under the provisions of the Companies

Act, 1956. The authorized and paid-up equity share capital of the company is Rs. 20,00,000/- (Rupees Twenty Lakh only) and Rs. 13,50,000/- (Rupees

Thirteen Lakh Fifty Thousand only) respectively. At the time when the Company was Struck Off it had four directors, namely, Mr. Amarendra

Mahapatra, (DIN: 02169014) Mr. Samarendra Mohapatra, (DIN: 02169044) Mr. Shantanu Kumar Pattanaik (DIN: 02936148) and Mr. Prasanna

Kumar Patnaik (DIN: 02973139)

It is noted from the available records that the Registrar of Companies, Odisha (ROC) has struck off the Company’s name of its Register due to

defaults in statutory compliances, namely, failure to file Financial Statements and Annual Returns for the period 31.03.2012 onwards. Consequently,

the ROC initiated proceedings under Section 248(5) of the Companies Act, 2013 for the purpose of striking off the name of the company from the

Register of Companies maintained by them. Thereafter, ROC, Odisha published in the Official Gazette and newspaper for the information of all

concerned, regarding strike off the name of the Company in Form No. STK-5/5A. Finally, after the expiry of the time mentioned in the above notice,

ROC Struck Off the name of the subject Company from his register and published the same in Form No. STK- 7 in the Official Gazette dated

25.078.2018 and on publication of such notice in the Official Gazette, the Company stands dissolved on and from 27.07.2018.

Notice of this application was served to the Registrar of Companies, Odisha (ROC). Accordingly, ROC filed its say stating as under;

“The Company was not filing its Statutory Returns i.e., Balance Sheets and Annual Returns since the Financial year ended 31.03.2012, hence, the Registrar

have reasonable cause to believe that the above-named Company is not carrying on any business Page 4 ofor in operation for a period immediately preceding

last Financial Years and has not made any application within such period for obtaining the status of a Dormant Company under Section 455 of the Companies

Act, 2013. For which the Registrar issued Notice in Form No. STKâ€" 1 under Section 248(1) (c) of the Companies Act, 2013 to the Company enquiring whether

the said Company was carrying on any business or was in operation, but no reply to the said Show Cause Notice was received by this office.

Subsequently, this office published in the Official Gazette and Newspaper for the information of the general public regarding Strike Off the name of the said

company if Form No STK-5/5A. Finally, after the expiry of the time mentioned in the above notice, the Registrar Struck Off the name of the subject Company from

his Register and published the same in Form No. STK-7 in the Official Gazette dated25.08.20178 and on the publication of such Notice in the Official Gazette, the

Company stood dissolved on and from 27.07.2018.

“The Hon ’ble Company Law Tribunal, Cuttack Bench may consider the petition preferred by the Income Tax Authority (being aggrieved for pending of

Tax Proceedings) for restoration of name of the Company in the same position as nearly as may be as if the name of the Company had not been struck off from the

register of companies as per the provisions of Section 252 (3) of the Companies Act, 2013 and/or pass any other order (s) as may deem fit and proper on its merits.

We perused the available records. We also heard the Learned Counsel appearing on behalf the Appellant.

Section 252 (3) of the Companies Act, 2013 confers on this Tribunalpowers to Order to restore the name of the Company in the Register

maintained, provided such application is filed by (i) the Company or (ii) by any Member or (iii) any creditor or (iv) any workmen of the Company

within 20 years from the date of publication of the notices under Section 248 (5) in Official Gazette about striking off name of such Company provided

further that it is seen from the material on record that at the time its name being struck off, the Company was doing its business or carrying its

operations or otherwise it is just that the name of the company be restored to the register of companies.

8- In this case, Registrar of Companies did not have any objection for restoration of the Company’s name in the Register. Only they have stated

to the effect that Order may be passed as may be deemed fit and appropriate depending on the merits of the case.

There is nothing on available records in this matter to show that theStruck Off Company was doing its business or was in operation during the

relevant time. However, the petitioner has submitted that the Struck Off Company has not paid its income dues for the Assessment Years 2001-02

and 2003-04, 2004-05 and 2005-06 and the recovery proceedings are pending against them and it will be very difficult to recover the amount due if the

Company is struck off. Petitioner further submits that the Struck Off Company has committed serious violations of the provisions of the Income Tax

Act rendering the entity liable to consequences as per the Income Tax Act and further that the restoration of the Company in the Register of

Companies would enable the Income Tax Department to take pending proceedings to a logical conclusion. In Order to protect the legitimate interest of

Revenue and being an aggrieved creditor for its income tax proceedings, the ROC be directed to restore the name of the Company in its Register.

We heard the learned counsel appearing for the petitioner and going by the aforesaid facts and circumstances of the case, documents/details on

record, we are of the view that in the interest of revenue and as the Struck Off Company is liable to consequences under the Income Tax Act, it

would be just to direct the Registrar of Companies, Odisha to restore the Company’s name in the Register of Companies by following Order.

Order

i. The Registrar of Companies, Odisha, the respondent herein, is ordered to restore the original status of the Company i.e., M/s. Rajlaxmi Promoters

Private Limited as if the name of the company has not been struck off from the Register of Companies with resultant and consequential actions like

changing status of Company from “Strike off’ to “Activeâ€​.

ii. The Company and its Directors are directed to co-operate with the Income Tax and other Authorities in connection with the pending Income Tax

related issues and shall meet their statutory obligations.

iii. The applicant is permitted to deliver a certified copy of this Order with ROC, Odisha within 30 days of the receipt of this Order.

Iv On such delivery and after duly complying with above directions, the Registrar of Companies, Odisha is directed to, on office name and seal, publish

the Order in the Official Gazette;

v. This Order will not come in the way of ROC, Odisha to take appropriate action(s) in accordance with law, other violations/offenses, if any,

committed by M/s. Rajlaxmi Promoters Private Limited, prior to or during the striking off the company.

(a) The CP No. 242/CB/2020 is disposed of accordingly.

(b) Certified copy of this order, if applied for, may be issued upon compliance with all requisite formalities.