Tarun Verma vs Registrar of Companies Punjab and Chandigarh

Harnam Singh Thakur, Member (Judicial)

This  Company  Petition  has  been filed by Appellant Company-M/s Paradise Forgings Pvt. Ltd. through Mr. Tarun Verma, legal heir of Late Mr. Anil Verma,(Shareholders & Ex-Director), under Section 252(3) of the Companies Act, 2013 for restoration of the name of the struck-off company in the Register of Companies, maintained in the office of the Registrar of Companies, Punjab and Chandigarh. It is stated that the name of the company was struck off. A copy of the Master Data of the company is attached with the petition at Annexure P-1.

The present matter was reserved for orders on 24.12.2022. However, matter was relisted on 10.01.2023 as while pursuing the records, it was found that the petitioner had not provided relevant documents including death certificate of Shri. Anil Verma, the attested copy of the will deed dated 27.02.2018 along with the affidavit with respect to other legal representatives of Late Shri. Anil Verma for relinquishment of their rights in the company for restoring its name. In view of the same, affidavit of compliance was filed by the petitioner vide Dairy No. 01441/11 dated 23.03.2023. Thus, petitioner-Tarun Verma is competent to file the present Company Petition.

It is averred that the Appellant Company was not carrying upon any significant business activity and was not in operation for a considerable period of time, then management of the Appellant company got the name of the company Struck off by filing an application in the year 2000 under Section 560(1) of the Companies Act, 1956 and on receiving the application from the Appellant Company, the ROC, Chandigarh, issued a notice bearing notification number 04/007/2003 dated 07.07.2012, stating that pursuant to Section 560(5) of Companies Act, 1956, name of the company has been struck off from the Register of Companies as mentioned by the ROC, Chandigarh and the company is dissolved. There were two promoter/ Ex-Directors and shareholders of the Appellant Company holding 50% shares each in the Share Capital of the Appellant Company. It is pertinent to mention that duo shareholders of the appellant company have died and the petitioner herein is the son of late Mr. Anil Verma, one of the shareholders and as per the will of said Late Mr. Anil Verma, the petitioner being his legal heir is entitled to the transmission of his said shares. Therefore, the petitioner being a lawful claimant of 50% shareholding of the Appellant Company is filing the present appeal to seek restoration of the name of the company.

Notices were issued to the Registrar of Companies, Punjab and Chandigarh, and the Income Tax Department. The affidavit of service was filed by Diary No. 1441/1 dated 23.11.2020. The Registrar of Companies, Punjab and Chandigarh has submitted a report vide Diary No.01441/2 dated 24.11.2020 that there were two shareholders namely Mr. Sat Pal Verma and Late Mr. Anil Verma having equal shareholding i.e. 50% each as per Annual Return made up to 28.08.2020 for the financial year 31.03.2020. Mr. Tarun Verma claimed himself legal heir of Late Mr. Anil Verma however there is no information about second shareholder Mr. Satpal Verma of his heirs. This office is unable to authenticate the present shareholding. The Registrar of Companies, Punjab & Chandigarh had struck off the name of the company under section 560(5) of the Companies Act. 1956 as the company had not filed the statutory annual documents with the Registrar of Companies since 2001. The company was struck off in terms of Section 560(5) of the Companies Act, 1956 vide notice dated 18.06.2012 and published vide Gazette of India notification No. 27 dated July 07-July 13, 2012 is enclosed Annexure R-3 (colly). The name of the company appearing at Sr. No. 397.

It has been stated by the Income Tax Department in its report filed vide Diary No. 01441/4 dated 04.12.2020 through Sunil Airi, Income, PR. Commissioner of Income Tax Officer, Ward-1(1), Jalandhar that after consulting the record/ ITBA System has found that the Company i.e. M/s Paradise Forging Private Limited does not have any PAN and no return of income has been filed. It is relevant to mention here that as per provisions of Section 139(1) of the Income Tax Act, 1961, every person (a) being a Company, it is mandatory/ compulsory for companies and firms to file a return of income of loss for every previous year on or before the due date in the prescribed form, failing which the said entity is liable for levy of penalty under Section 271F of the Income Tax Act, 1961 and prosecution under Section 276CC of the Income Tax Act, 1961. It is also relevant to mention here that the Company is also liable for imposition of penalty under Section 272B of the Income Tax Act, 1961 due to defaults in complying with the provisions of PAN i.e. not obtaining PAN.

Further, it is stated that the company is neither a shell company nor any illegal transaction has taken place in the company. As per the order dated 22.04.2022, the learned counsel for the petitioner was directed to file an affidavit showing that the appellant company was carrying on the business or was in operation at the time when its name was struck off. To that effect, the applicant/appellant company has filed an affidavit vide Diary No. 01441/8 dated 01.07.2022 in support of its claim that the company was carrying on business and was in operation at the time of striking off its name by RoC. The petitioner company owns an immovable property and is entitled to be restored its name in the Registrar of Companies, Chandigarh.

After hearing and considering the submissions of the learned counsel on behalf of the petitioner and on a perusal of the report of Registrar of Companies, Punjab and Chandigarh, documents submitted by the petitioner company, and other documents placed on record, this Bench is of the considered view and holds that 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 the 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, Punjab and Chandigarh 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 documents, including annual accounts and annual returns, along with prescribed fees/additional fees/fines as decided by Registrar of Companies, Punjab and Chandigarh, within 45 days from the date on which its name is restored on the Register of Companies maintained by the Registrar of Companies, Punjab and Chandigarh.

c. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, Punjab and Chandigarh, within thirty days of the receipt of this order.

d. On such delivery and after due compliance with the above directions, the Registrar of Companies is directed to publish the order in the official gazette under his office, name and seal.

e. This order is confined to the violations, which ultimately led to the impugned action of striking off the name of the company. It will not come in the way of the Registrar of Companies, Punjab and Chandigarh, to take appropriate action in accordance with the 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.

f. The Income Tax Department may take the necessary action as per law for the 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.

g. This order will be subject to payment of costs of ₹50,000/- (Rupees Fifty Thousand Only) to be paid in favour of “PM Cares Fund” within three weeks from the receipt of the duly certified copy of this order.

The CP No. 105/Chd/Pb/2020 is allowed and disposed of accordingly.

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