Prime Pearl Infratancy Private Limited vs Registrar of Companies

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant-Prime Pearl Infratancy Private Limited, CIN: U70102HR2012PTC045337 through its Director, Mr. Taranbir Singh under Section 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, NCT of Delhi and Haryana. It is stated that the name of the company was struck off on 30.06.2018. Copy of Master Data of the company is attached with the petition as Annexure-1.Copy of Notice of striking off and dissolution in STK-7 is attached as Annexure-10

It is contended that the company has not been able to file its Audited Balance sheets, statement of Profit and loss account with the report of Auditor’s and Director’s from the financial year 2013 to 2017. Copy of financial statements, Auditor Reports, Director reports, Notice of AGM and Annual Return from financial year ended 2013 to financial year ended 2017 (Annexure-11). Income Tax Return for Assessment Year 2013-14 to 2017-18 (Annexure-12).

It is submitted that the petitioner company, with its registered office in Haryana, inadvertently missed to file the financial statements and annual returns with the RoC, and it will be unfair to the company and its creditors if the name of the company is struck off. 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.02145/1 dated 14.09.2021 that they 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 for the Financial year subsequent to its incorporation i.e 09.03.2012 and believing that the company was not carrying on business or not in operation at the time of struck off, the matter may be decided provided the petitioner company files all the pending documents, all the dues, annual returns, and balance sheets along with the requisite fee and additional fee as prescribed in the Rules.

Notices were issued to Income Tax Department. On 01.04.2022, it was clarified to the ITD that if no report is filed by Income Tax Department, it will be presumed that there is nothing adverse against the petitioner company. As per order dated 19.05.2022, no report has been filed by ITD, therefore, it is presumed that there is nothing adverse against the petitioner company.

Further, it is stated that the company is neither a shell company nor any illegal transaction has taken place in the company. As per order dated 18.02.2022, the applicant company was directed to furnish affidavit to the effect that at the time of striking off the name of the company, the company was carrying on business or was in operation. To the said order, compliance affidavit has been filed vide Diary No.02145/4 dated 09.05.2022 where the Appellant has submitted that since its incorporation i.e. 09.03.2012, the company was carrying on the business and was in operation at the time when its name was struck off. It has already filed copy of acknowledgement of ITR, the Bank and Financial Statements of the company before the competent authority evidencing the operation of business.

After 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 and Haryana, the audited accounts submitted by the petitioner company, and other documents placed on record, this bench holds that applicant company is a running concern and 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 and Haryana, the respondent, 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 and 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 and Haryana.

c. The Axis Bank, having company’s Bank Account No. 912020028816539, is directed to re-activate the said bank account.

d. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, NCT of Delhi and Haryana 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, NCT of Delhi and Haryana is directed to publish the order in the official gazette under his office, name and seal.

f. 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 and 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.

g. The Income Tax Department may take 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.

h. This order will be subject to payment of costs of ₹50,000/- (Rupees Fifty Thousand Only) to be paid in favour of “Pay and Accounts Officer, Ministry of Corporate Affairs” within three weeks from the receipt of the duly certified copy of this order.

The CP No.13/Chd/Hry/2021 is disposed of accordingly.

The Registry is directed to send e-mail copies of the order forthwith to all the parties including the counsel.

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