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2025 Supreme(Online)(NCLT) 332
NATIONAL COMPANY LAW TRIBUNAL
SHRI JYOTI KUMAR TRIPATHI, SHRI RAVICHANDRAN RAMASAMY, JJ
Income Tax Officer – Appellant
Versus
SRI VENKATESWARA GLOBAL TRADING PRIVATE LIMITED – Respondent
Appeal - 60/2024
Restoration of a struck-off company is justified to protect government revenue and facilitate tax assessments when no objections are raised by the Registrar.
Headnote:(A) Companies Act, 2013 - Sections 248 and 252 - Restoration of struck-off company - Appeal filed by the Income Tax Officer against the striking off of Sri Venkateswara Global Trading Private Limited for non-operation - The company’s revival is necessary for tax assessment and recovery, as significant tax liabilities exist - The Tribunal found no objections from the RoC regarding the restoration - The Tribunal exercised discretion to restore the company to protect government revenue. (Paras 1, 8, 11)
(B) Statutory Authority - The appeal was filed to safeguard the interest of government revenue due to the company's tax liabilities and pending assessments. (Paras 5, 8)
Facts of the case:
The company was struck off for not conducting business for two consecutive financial years and not applying for dormant status. The appeal aims to restore the company for tax assessment proceedings. (Paras 1, 2, 3)
Findings of Court:
The Tribunal concluded that restoring the company is justified to protect government revenue, noting no objections from the Registrar of Companies. (Paras 11)
Issues: Whether the striking off was justified and if restoration is warranted to facilitate tax recovery. (Paras 8, 11)
Ratio Decidendi: The Tribunal held that restoration is within its discretion when it serves the interest of justice and revenue protection, especially in the absence of objections from the Registrar. (Paras 10, 11)
Result: Appeal allowed; company restored to active status.
ORDER
1. This Appeal has been filed by MR. R. DEVARAJAN S/O. RAGHAVENDRAN INCOME TAX OFFICER, Corporate ward 6(1) Chennai, under Section 252 (3) of the Companies Act, 2013 , read with Rule 11 & 87A of the NCLT (Amendment) Rules, 2017 being aggrieved against the order of Strike Off carried out by the Registrar of Companies, Chennai / Respondent No. 2 (hereinafter R2) under Section 248 of the Companies Act, 2013 for seeking restoration of the name of the Assesse Company / Respondent No. 1 (hereinafter R1) in the Register maintained by the Respondent No. 2/ RoC (hereinafter R2).
2. The brief facts of the matter are tabulated below: -
| S. NO. | PARTICULARS | FACT |
| a) | Name of Company | Sri Venkateswara Global Trading Private Limited |
| b) | CIN No. | U51909TN2014PTC095220 |
| c) | Date of Incorporation | 28.12.2014 |
| d) | Registered Office Address | Door No.1,2,3, First Floor, Kasi Arcade, Old No.116, New No.14, Thyagaraya Road, T.Nagar, Chennai, Tamil Nadu, India, 600017 |
| e) | STK-7 Date | 25.10.2019 |
| f) | Reasons for Strike Off | The Company hasn’t been carrying on any business or operation for a period of two immediately preceding financial years since 2016-17 onwards and has not made any application within such period for obtaining the status of Dormant Company under section 455 of the Companies Act, 2013. |
3. It is submitted that the present Appeal has been filed for revival of the R1 Company so as to enable the Appellant to conduct Assessment, Penalty and other appropriate proceedings under Income Tax Act, 1961 against the R1 Company.
4. It is submitted that the Respondent 1 made certain transactions during AY 2020 – 2021 for which the Appellant has reopened the assessment for the AY 2020 – 2021 vide notice u/s. 148 of the Income Tax Act dated 07.03.2024. In order to complete these proceedings the necessity of restoration of company in the register of companies aroused.
5. The Ld. Counsel for the Appellant stated that if the Struck Off company is not restored to Active Status, it will result in substantive revenue loss to the exchequer and also enable the defaulting company to go scot free and thus no tax demand would be realized.
6. The Respondents has been served with notice and filed an AoS to that effect dated 12.07.2024.
7. Upon notice, the Respondent 2 / RoC filed the Report on 25.09.2024, wherein it is stated as below,
“13. The present application is filed by a Statutory Authority to protect the interest of revenue to the Government. As per the Applicant, the company has committed serious violations of provisions of Income Tax Act, 1961 and the company is liable to pay taxes of an amount which can be determined only after the revival of the company.
14. In view of the foregoing circumstances, it is respectfully submitted that before grant of prayer of the petitioner by this Hon’ble Tribunal:
A. The application may be allowed on its merits.
B. The petitioner may kindly be directed to submit a report to the respondent furnishing the details of tax assessed and recovered from the company after the revival of the subject company.
C. To pass such other orders as deemed fit and proper in the circumstances of the case.” Upon perusal of records we find that RoC does not raise any significant objections in respect of this Appeal.
8. We have heard the submissions of the Appellant and the Respondent 2 / RoC.
The Tribunal makes the following Observations.
The Appellant has placed the Notice dated 07.03.2024 passed against R1 under Section 148 of the Income Tax Act, 1961 .
From the Perusal of records it appears that, this Appeal has been filed by a statutory authority to protect the interest of revenue to the Government of India. As per the Appellant, Income Tax department has passed an Assessment order for A.Y. 2018-19 and Penalty orders for A.Y. 2017-18, a total amount due to the Appellant is a sum of Rs. 19,01,76,395/- (Rupees Nineteen Crore One Lakh Seventy-Six Thousand Three Hundred and Ninety-Five only). Further assessment proceedings for AY 2020-21 are pending and there may be possibility of ra
