Principal Commissioner Of Income Tax 15, Mumbai vs Registrar Of Companies, Maharashtra, Mumbai

This Company Appeal has been filed by the Appellant, The Principal Commissioner of Income Tax-15 Mumbai, under section 252 of the Companies Act, 2013 seeking relief against the Respondent No 1 the RoC Mumbai with prayer to restore the name of Galaxy Events Private Limited [CIN: U92412MH2010PTC200368] (hereinafter referred to as “the Company”) to the Register of Companies maintained by the Registrar of Companies (RoC), Maharashtra, Mumbai which came to be struck off by the impugned order of the Respondent 1

The Appellant Income Tax Department has challenged the impugned order passed by the RoC Mumbai by striking off the name of the 2nd Respondent Company i.e. Galaxy Events Private Limited under section 248 of the Companies Act, 2013 on such ground that there are pending Income Tax proceedings/outstanding demands/dues under the Income Tax Act, 1961.

The Appellant contends that, the RoC has struck off the name of the ERSTWHILE COMPANY from its Statutory Register because the company was not been carrying on any business/operation for a period of two immediately preceding Financial Years nor did it make any application within such period for obtaining the status of Dormant Company under section 455 of the Companies Act, 2013. Consequently, the RoC has initiated proceedings under section 248 of the Companies Act, 2013, for the purpose of striking off the name of the Respondent Company from the Register maintained by the RoC, Mumbai.

Notwithstanding the above appellant Income Tax Department further states that the ERSTWHILE COMPANY has been assessed to tax under the provisions of the Income Tax Act, 1961 by the Assessing Officer working under the Jurisdiction of the Appellant. It is also stated that an Income Tax Notice was issued to the Company under section 148 for Assessment Year 2011-12 on 27.03.2018 for re-assessment the income of the Assessee Company. A copy of such notice under section 148 is annexed to the Appeal. The Assessment Proceedings of the ERSTWHILE COMPANY under the provisions of the Income-Tax Act, 1961 are still pending, and during pendency of such proceedings the name of the Assessee Company came to be struck off.

The Appellant also states that the Appellant has now become aware of the proceedings of Registrar of Companies, Mumbai and submits that if the name of the Erstwhile Company is not restored in the Statutory Register of the Companies maintained by the RoC Mumbai, the Union of India would lose its Revenue in the form of tax, interest, and penalty etc. which the Erstwhile which the Respondent Company may be held liable to pay under the Income- Tax Act, 1961 on completion of the Assessment Proceedings.

The Appellant submits that unless the present Appeal is allowed, and the name of the ERSTWHILE COMPANY is restored in the Register of Companies, Mumbai, the Appellant may not be able to complete the Statutory proceedings under the Income-Tax Act, 1961 thus this will cause great prejudice and loss of revenue to the Union of India and loss to public exchequer

Notices were issued against the respondent, but no one appeared on behalf of Respondents Company as well as the RoC

This Appeal was filed on 10.01.2020 is within the limitation period stated in section 252(1) of the Companies Act, 2013.

We examined the merits of the present appeal. It is settled legal position that if Income Tax Department preferred appeal seeking restoration of the name of the Company the Ministry of Corporate affairs RoC would not oppose the appeal. Further it is well settled legal position that if statutory legal proceeding is pending or being contemplated then the RoC in normal course not to remove the name of the Company from its statutory register. For the sake of convenience, the relevant extract of the Companies (Removal of Names of Companies from the Register of Companies) Rule, 2016 is reproduced herein below “3.(1) The Register of Companies may remove the name of a company from the register of companies in terms of sub- section(1) of section 248 of the Act:

Provided that following categories of companies shall not be removed from the register of companies under this rule and rule4, namely:-

(i)…………..

(ii) ………….

(iii) ………..

(iv) Companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;—

Given the above facts and circumstances, we are satisfied that the prayer sought by the Appellant, i.e. The Principal Commissioner of Income Tax-15, Mumbai, deserves to be allowed under section 252(1) of the Companies Act, 2013 on just and equitable grounds, and the same ordered accordingly. The Registrar of Companies, Mumbai is directed to restore the name Galaxy Events Private Limited [CIN: U92412MH2010PTC200368] to the Register of Companies, immediately.

Company Appeal 993/252/MB/C-II/2020 is allowed and disposed of in the above terms. No order as to Costs.

The Joint/Assistant Registrar, NCLT Mumbai, is directed to communicate this order to the concerned authorities.