TaxTMI 
TaxTMI 
2022 (12) TMI 726
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....Company in the Register maintained by the Registrar of Companies (the RoC) has been rejected with following observations: "5. From the above paras, we observe that the Company seems to be a defunct Company as it had not filed any Financial Statement and has not attached any copy of IT Return filed with IT Deptt during the last one decade. Therefore, in view of the aforementioned conclusion, the prayer is rejected and appeal is dismissed. 6. The appellant has filed CA/192/2021 with the prayer to permit the Applicant Company to file the correct company records available with the current management without imposition of cost or penalty, in lieu of the fraudulent annual returns filed by the Nanda's after the year 1997. In view of the rejection of Appeal 146/252/ND/2019 as above, the imposition of cost of penalty does not arise. Thus, CA/192/2021 stands disposed of." 2. The facts giving rise to this Appeal are as follows: i) The Appellant Company i.e. M/s Durga Builders Private Limited was incorporated on 22nd February 1985 having its registered office at Plot No - 9 Shop No- 4 Duggal Colony Devli Road New Delhi-110064 and is primarily involved in real estate....
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....1.01.2019 directing inter-alia to the Respondent No- 1 (ROC) as under: "ROC is directed to keep the striking off the name of M/s Durga Builders Private Limited in abeyance from the MCA Portal till the final order is passed in this Appeal as the Company needs to be represented before the Hon'ble Supreme Court and various other Courts I Forums for appropriate adjudication. In the interest of the shareholders and the employees the name of the Company should not be considered as struck off to enable them to proceed with the litigations pending before the various Courts." iv) Further case is that Mr. Arun Mehra and Mrs. Seema Mehra (management preceding the aforementioned current management of Durga Builders Pvt. Ltd.) entered into an agreement dated 19.05.1997 with erstwhile management of the Appellant/ Applicant Company purchasing 100% equity shares of Company by way of which entire shareholding held by Nanda Group was transferred to Mehra Group. Accordingly, Mr. R K Nanda and Mrs. Promila Nanda resigned from the Board of Directors and relinquished all rights, titles pertaining to the ownership and management of Durga Builders. Despite exiting out from Applicant Compan....
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....ns from the year 1997. Therefore, the directors took appropriate step by filing Co. Application No. 372/2015 in Co. A. No. (SB) No. 27/2014 for production and hand over of all the documents and records of the Company. The Hon'ble High Court vide order dated 07.07.2015 was pleased to issue notice on the application as well directed the erstwhile management to file the record before the Hon'ble High Court in a sealed cover with proper index and pagination. Thereafter, the Application has remained pending and despite best efforts of the Directors, the application could not be decided due to hindrances created by the erstwhile management. The Bank account statement of the Appellant Company from 2015-2018 is evident that the company is operational and there have been day to day transactions including such payments. After taking over the control of the Appellant Company by the present management, who is continuously making the full effort for the revival of the Company and recovering the assets of the company which has been fraudulently transferred by the erstwhile management (Nanda's Group) in collusion and connivance with the criminal syndicates either within their relative....
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....ion 248(5) of the Act. Therefore, no opportunity had been granted by the Respondent No. 1 to the Appellant thereby being in dire violation of the fundamental principles of natural justice. The Tribunal completely failed to take into consideration the fact that the Appellant herein is a functional entity and is carrying on business since the date of its incorporation. The Appellant has maintained its books of accounts and has filed its Income Tax Returns and balance sheets regularly till the preceding period which goes on to show that the Appellant was carrying out its regular business. 4. It is further submitted that the Appellant Company was being run by the erstwhile management i.e. the Nanda Group since date of its incorporation. Therefore, vide agreement dated 19.05.1997, 100% equity shares of the company were transferred by the erstwhile management to the current Management i.e. Sh. Arun Mehra and Mrs. Seema Mehra. Despite, existing from the Appellant Company, the erstwhile management continued to engage into unauthorized and illegal activities including but not limited to dishonestly alienating company properties. Consequently, the Appellant company was engaged in various ....
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....f the prime properties owned by the Appellant Company. The one CS(OS) 86/2016, filed by the Appellant is pending before the Hon'ble High Court of Delhi wherein the Order dated 07.04.2022 clearly records that the Appellant Company has duly placed on record the Order dated 24.01.2022 passed by this Hon'ble Court wherein the interim orders of the Tribunal to keep the name from being struck off in abeyance. 7. It is further submitted that the Appellant Company makes it clear that immense efforts were being made for revival which couldn't have been done in case the Appellant Company did not continue as a going concern. The Present Management has taken all the necessary steps toward protecting the interest of the Appellant Company and to place the Appellant Company as well as all the persons concerned in the same position as it was prior to the striking of the Appellant Company. Further, relied on a judgment of this Tribunal in the case of Ramesh Kumar Chitlangia & Ors. Vs. Registrar of Companies, 2020 SCC Online NCLAT 895 wherein the intent of Section 252(3) of the Act, iterated the conditions precedent for invoking/exercising its jurisdiction w.r.t restoration (para 6 of the judgmen....
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....llant Company has violated the mandatory provisions of Section 139 of the Income Tax Act, 1961. Further, no information is found with respect to the Appellant Company depositing any cash during demonetization period. There is no scrutiny and proceedings pending against the Appellant Company. The Appellant Company may be directed to file all the Income Tax Returns. 10. After hearing the parties and going through the pleadings made on behalf of the parties, we observe that the Appellant Company is in litigation therefore, the Company has not filed the financial statements and also without giving opportunity of hearing, the Respondent No. 1/Registrar of Companies struck off the name of the Appellant Company's from the Register maintained by him, but in view of the fact and also the Bank Statements of the Appellant Company from 2015 -2018 shows that the Appellant Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant Company is not carrying on any business or operations. Hence, we are of the view that the order passed by the National Company Law Tribunal (Court-V, New Delhi) as well as Registrar of Companies, NCT Delhi ....