P C Infradevelopers Pvt. Ltd vs Registrar Of Companies

Virendra Kumar Gupta, Member (Technical)

1) This Company Petition has been filed by the applicant Ms. Ashima Chaudhary U/s 252(3) 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,  Kanpur,  Uttar  Pradesh.  It  is  stated that  the  company  'P  C INFRADEVELOPERS PVT. LTD.' was incorporated on 8th January, 2015 and the name of the Company was struck off on February, 2020 by the ROC by its Notification No. Notice No.ROC/STK-7/2 Phase/ 2689.

2)  It is contended that the Company had not filed the Financial Statement and Annual Returns upto financial year 2018-19 and the Income Tax Return for the Assessment Year 2016-17, 2017-18, 2018-19 and 2019-20, due to lack of proper professional guidance, oversight and inadvertent reasons and has produced copies of the said financial statements. It is further contended that the company is having only one bank account, to which bank statement from 01.05.2016 to 04.03.2017 during  the  demonetization period  along with  recent  bank  statement  from 23.04.2019 to 30.07.2020 has also been produced by the applicant, which shows that the company is a going concern. Further the balance sheet for the year ending March 2018, shows that the company have cash and cash equivalents amounting to Rs. 17,602. Upon the said contentions, the Ld. Counsel for the Petitioner prayed for passing  of an order for restoration of the name of the appellant company and further the appellant company shall file all outstanding statutory documents i.e. Financial Statements and Annual Return upto FY 2018-19 along with filing fees and additional fee.

3)  Notice was issued to the Registrar of Companies, Kanpur, Uttar Pradesh. The Registrar of Companies, Kanpur, Uttar Pradesh has submitted a report. It was stated in the report that only after compliance of the requirements to be met under Section 248 of the Companies Act, 2013, Registrar of Companies, Kanpur, Uttar Pradesh has struck off the name of the company from the register.

4)  Income Tax Authorities upon receipt of notice filed reply stating that, the company has filed its Income Tax Return from the AY 2015-16 to 2019-20 and further stated that there is no demand pending against the applicant.

5)  ROC  Kanpur, Uttar Pradesh and I.T.  Department has not objected to this application for restoration of the name of the company.

6)  Further stated that the company is not a shell company neither any illegal transaction has taken place in the company.

7)  On perusal of the application we are also satisfied that the name of the company should be restored to the register. The appellant has submitted sufficient evidence that it has been in operation during the period preceding strike off, therefore, it could not be termed as a defunct company as per Section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) of the Companies Act, 2013, which vests this Tribunal with a discretion where the Company, whose name has been struck off, and such Company is able to demonstrate that it is just and equitable to do so, can restore the name of the Company, in the Register and in the interest of all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by Registrar of Companies, the company deserve to be restored. Accordingly, the present petition is allowed on the following terms:-

a)  The Registrar of Companies, Kanpur, Uttar Pradesh 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 document(s) including Annual Accounts and Annual returns for the period 2016 onwards along with prescribed fees/additional fee/fine as decided by Registrar of Companies, Kanpur, Uttar Pradesh within 45 days from the date on which its name is restored on the register of companies maintained by the Registrar of Companies, Kanpur, Uttar Pradesh.

c)  The restoration of the Company's name is also subject to the payment of cost of cost of Z50,000/- (Rupees Fifty Thousand only) through online payment in www.mca.gov.in under miscellaneous fee by mentioning particulars as "Payment of cost for restoration of company pursuant to orders of NCLT in C. Appeal No.165/ALD/2020.

d)  The petitioner is directed to deliver a certified copy of this order with Registrar of Companies, Kanpur, Uttar Pradesh within thirty days of the receipt of this order.

e)  On such delivery and after due compliance with the above directions, the Registrar of Companies, Kanpur, Uttar Pradesh is directed to publish the order in the Official Gazette under his office name and seal; 0 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, Kanpur, Uttar Pradesh to take appropriate action(s) in accordance with law, for any other violations / offences, if any, committed by the petitioner company prior to or during the period the name of the Company remained struck off.

8)  The C. Appeal No.165/ALD/2020 is disposed of accordingly.

9)  The Registry is directed to send e-mail copies of the order forthwith to all the  parties inclusive of the Counsel.

10) Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.