Vajrasatva Hydro Private Limited vs Registrar Of Companies Himachal Pradesh

Harnam Singh Thakur, Member (Judicial)

This Company Petition has been filed by Appellant Company-Arun Kumar, Member and Director of Vajrasatva Hydro Private Limited, 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, Himachal Pradesh. It is stated that the name of the company was struck off on 11.09.2018. A copy of the notice of striking off is attached with the petition at Page No.73-89 (Annexure-6). Copy of the Master Data of the company is attached with the petition at Annexure-7.

It is submitted that the petitioner, with its registered office in Himachal Pradesh, struck off the petitioner’s name of the Register due to defaults in statutory compliances, namely, failure to file Financial Statements & Annual Returns for the period 2014-15, 2015-16 and 2016-17. Hence, the petitioner prayed for the passing of an order for the restoration of the name of the Appellant Company.

Notices were issued to the Registrar of Companies, Himachal Pradesh and the Income Tax Department. The Affidavit of service was filed vide diary No. 00527/01 dated 07.03.2023. The Registrar of Companies, Himachal Pradesh has submitted a report vide Diary No. 00527/2 dated24.03.2023 that the Registrar of Companies, Himachal Pradesh had issued notice to he 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 2014-15 to 2017-18 and believing that the company was not carrying on business or not in operation at the time of striking off, the company was struck off after issue of notices and Gazette notification in terms of Section 248 of the Companies Act, 2013 was published notifying the names of companies which were struck off. The revenue from operation is Nil for the financial year 2019-20, 2020-21, and 2021-22 as per financial statements submitted by the company.

It has been stated by the Income Tax Department in its report filed vide Diary No.00527/3 dated 03.05.2023 through Sh. Deva Singh Negi, Income Tax Officer, Ward-Rampur Bushahr stating that the Applicant Company has not filed its Income Tax Returns for any Assessment Year(s) except for the Assessment Year 2012-13. The ITD system is not showing any demand nor any proceedings are pending.

Although in the report of ROC, it is mentioned that the company may be directed to prove that it was carrying on business or was in operation. However, in para 3 of the petition, it is averred that the petitioner company is active since the corporation and maintaining the required documents. Moreover, in para 5 of the report of ROC it has been mentioned that the company has filed financial statements for the year ending 2019-20, 2020-21, and 2021-22 in which revenue from operation for the company has been shown as Nil. The name of the company was struck off in the year 2018, however, filing of the above financial statements shows that the company was in operation at the time of striking off irrespective of revenue loss.

After considering the submissions of the learned counsel on behalf of the petitioner and on a perusal of the report of Registrar of Companies, Himachal Pradesh, the Financial Statements for the year ended at 2014 to 2017 and 2019-20, 2020-21, and 2021-22 which have been submitted by the petitioner, and other documents placed on record, this bench 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, Himachal 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 the 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, Himachal Pradesh, within 45 days from the date on which its name is restored on the Register of Companies maintained by the Registrar of Companies, Himachal Pradesh.

c. The petitioner is directed to deliver a certified copy of this order to the Registrar of Companies, Himachal Pradesh, 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, Himachal Pradesh, 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. 15/Chd/Chd/2023 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.