Randhir Sood And Others vs Registrar Of Companies, Chandigarh

,,

Ajay Kumar Vatsavayi, J",,

The present petition in Form NCLT No. 9 is filed by Randhir Sood, Vikas Sood and Sangeeta Sood, Shareholders and Directors of Parag Promoters",,

Private Limited (hereinafter referred to as the ‘petitioner’ or ‘company’) under Section 252(3) of the Companies Act, 2013",,

(hereinafter referred to as the ‘Act’) seeking restoration of the name of the Company in the Register of Companies. The master data of the,,

Company is at Annexure J i.e. Page 182 of the Petition. The CIN of the Company is U70109CH2012PTC034089. As per the master data of the,,

petitioner-company, the company was incorporated on 19.09.2012. The registered address of the petitioner-company is H. No. 1309, Sector 15-B,",,

Chandigarh-160015 which falls in Union Territory of Chandigarh and therefore, the matter lies within the territorial jurisdiction of this Tribunal.",,

The petition is accompanied by affidavit which is signed and verified by Shri Randhir Sood, Shareholder and Director of the petitioner-company.",,

The same is at Page 30-32 of the paper book. Annexure G at Page 56 of the paper book is the list of shareholders of the petitioner-company.,,

The certificate of incorporation of the Company is at Annexure E (colly) of the petition. The authorized capital of the petitioner-company is stated,,

to be Rs. 1,00,000/- divided into 10,000 number of equity shares of Rs. 10/- each and the issued, subscribed & paid up capital of the petitioner-",,

company is stated to be Rs. 1,00,000/- divided into 10,000 number of equity shares of Rs. 10/- each. The Memorandum and Articles of Association",,

are part of the record and the same is also at Annexure E of the paper book. The main objects of the Company are as under:â€",,

“To carry on the business as builders, colonizers, developers, promoters and contractors, maintainers of residential, commercial and",,

industrial buildings colonies mills and factory's buildings, workshop's buildings, cinema's houses, Hotels and deal in all kinds of immovable",,

properties whether belonging to the Company or otherwise.â€​,,

It is stated in the petition that the Registrar of Companies, Punjab and Chandigarh, (hereinafter referred to as the ‘ROC’) struck off the",,

name of the Company from the Register of Companies due to defaults in statutory compliances, namely, failure to file financial statements and annual",,

returns for the financial years 2014-15, 2015-16 and 2016-17. The name of the company is stated to be struck off from the Register of Companies",,

under Section 248(1) of the Companies Act, 2013, vide Form No. STK-7 dated 11.09.2018 and Gazette Notification No. 37 in terms of Section 248 of",,

the Act was published notifying the names of the companies which were struck off. The name of the petitioner-company is stated to be at Serial No.,,

300 in the Form STK-7. (Annexure F).,,

It is submitted that the petitioner-company is active since its incorporation and has also been maintaining all the requisite documentation, as per the",,

provisions of the Companies Act, 2013. It is also stated that it has also held and convened its Annual General Meeting regularly.",,

It is further submitted that in September 2018 only, the petitioner came to know from its Bankers that the bank account of the petitioner-company",,

has been freezed, as the name of the company has been struck off by the Registrar of Companies, Chandigarh. It is submitted that omission to file the",,

aforesaid statutory documents was not deliberate or wilful and was purely unintentional and without any mala fide motives.,,

The ROC has filed the report, vide Diary No. 2921 dated 10.06.2019, wherein it is stated that the Company had not filed the statutory annual",,

documents with the ROC for the last 3 years i.e. 2014-15, 2015-16 and 2016-17 due to which the ROC had reasonable cause to believe that the",,

Company was inactive and in terms of provisions of Section 248 of the Act, read with Rule 7 & 9 of the Companies (Removal of Names of",,

Companies from the Register of Companies) Rules, 2016, the name of the Company was struck off from the Register of Companies and Gazette",,

Notification in terms of Section 248 of the Companies Act, 2013 was published notifying the names of companies which were struck off. A copy of",,

Gazette of India notification no. 37 is at Annexure II of the ROC and the name of the company is appearing at Sr. No. 300. It has been prayed that,,

the Company may be directed to show that at the time of striking off, it was carrying on business or was in operation and that the company be",,

directed to file all the pending documents including all the due Annual Returns and Balance Sheets along with the requisite fee and additional fee as,,

prescribed in the Rules; cost may be imposed on the petitioner for avoiding filing of the statutory documents of the Companies Act, 1956/2013.",,

The report on behalf of Principal Commissioner of Income Tax-1, Chandigarh, has been filed, vide Diary No. 4203 dated 20.08.2019, wherein it is",,

stated that neither any outstanding demand nor any proceedings are pending against the petitioner company with the Income Tax Authorities. It is also,,

submitted that the petitioner-company has not filed the income tax return for the assessment year(s) 2015-16, 2016-17 and 2017-18. It is also stated",,

that the income tax return for the assessment year 2018-19 has been filed belatedly on 27.03.2019.,,

The Company has submitted that in the event of restoration of the name of the Company in the Register of Companies, the Company shall file all",,

outstanding statutory documents.,,

Vide Diary No. 182 dated 08.01.2020, the petitioner-company has placed on record the auditor's report and balance sheets for the year ended",,

31.03.2018 and 31.03.2019. Sale deed in respect of land comprised in Khata/Khatauni No. 14/18, Khasra No. 3, measuring 1-15 bighas, situated in",,

mauza Dharol, pargana Bharoli Kalan, Hadbast No. 69/817, Patwar Circle Bohali, Tehsil and District Solan, H.P., was also part of Diary No. 182",,

dated 08.01.2020.,,

During the course of hearing, the learned counsel for the petitioner-company pleaded that the conditions provided for in Section 252(3) of the Act,",,

are satisfied and that the Company was carrying on business and was having revenue from operation at the point of time when name of the Company,,

was struck off from the Registrar of Companies.,,

We have heard the learned counsel for the petitioner and the learned counsel for the Income Tax Department and have also perused the record.,,

The relevant Section 252(3) of the Act is as follows:â€",,

“(3) If a company, or any member or creditor or workman thereof feels aggrieved by the company having its name struck off from the",,

register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of twenty years",,

from the publication in the Official Gazette of the notice under sub-section (5) of section 248 may, if satisfied that the company was, at the",,

time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the",,

register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give",,

such other directions and make such provisions as deemed just for placing the company and all other persons 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 companiesâ€​,,

The present petition is filed by the Company and is within the period of 20 years from publication in the Official Gazette of notice under Section,,

Year,Revenue from operations (Rs.),Other Incomes (Rs.)

2014-15,NIL,"82,500/

2015-16,NIL,"45,000/

2016-17,NIL,"34,000/

2017-18,NIL,"42,000/-