Registrar of Companies v. Sushila Pandey & Ors., National Company Law Tribunal, Judgment, Law, casemine.com

Citation Codes

Equivalent Citations

citation codes

Case Number

CANo.03/252(1)/JPR/2020

Attorney(S)

Acts

Companies Act, 2013, tAcf) read with Rule 874(5) of Narional Company Law Tribunal, Rules 2016,
Secrion 197-398 of the Companies Act, 1956
Act. read with Rule 874(5) of the Rules.
COMPANIES ACT 1956

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Smart Summary

Factual and Procedural Background

This application was filed by the Registrar of Companies (RoC), Rajasthan, Jaipur under the second proviso of Section 252(1) of the Companies Act, 2013 read with Rule 874(5) of the National Company Law Tribunal Rules, 2016, seeking restoration of the name of M/s Rajasthan Development Trust Private Limited (CIN U70101RJ1974PTC001550) which had been struck off the Register of Companies.

The RoC's case, as set out in the application, was that the company had not filed statutory returns since 2014. Notices in the prescribed MCA-generated forms (STK-5 dated 06.08.2018 and STK-7 dated 20.09.2018) were issued proposing strike-off for non-filing; however replies were not properly recorded on the MCA portal. The RoC later learned that a dispute among directors/shareholders was pending (a petition under Sections 397/398 of the Companies Act, 1956 before the NCLT) and that the striking off had occurred inadvertently due to miscommunication and MCA mechanisation.

The RoC therefore sought restoration of the company's name and consequential directions (including directions to ensure the company files outstanding returns and to flag the company on MCA records as a management dispute case until disposal of the pending NCLT petition). A director of the company, Shri Sanjiv Pandey, appeared as a respondent and supported the contention that the company should have been flagged as a dispute and should not have been struck off.

The Tribunal considered earlier orders and precedents addressing similar strike-off situations where litigation or shareholder disputes were pending, and ultimately allowed the appeal by ordering restoration and giving directions about flagging, filings, and the status of the company and its directors.

Legal Issues Presented

Whether restoration of the company's name under the second proviso to Section 252(1) is justified where striking off appears to have been inadvertent and there is pending litigation/management dispute between directors/shareholders.
Whether the Registrar of Companies should mark/flag MCA records to reflect a management dispute during pendency of litigation and refrain from mechanically or administratively changing company or director status without Tribunal orders.
What interim directions (if any) should be given regarding statutory compliance (filings, AGMs, financial statements), director DIN status and safeguarding third‑party interests (for example, revenue authorities) upon restoration of the company's name.

Arguments of the Parties

Applicant / Registrar of Companies (RoC), Rajasthan — Core submissions

The name of M/s Rajasthan Development Trust Pvt. Ltd. was struck off because statutory returns were not filed since 2014.
Notices STK-5 and STK-7 were issued through MCA mechanism, but replies submitted were not properly logged/recorded on the MCA portal, resulting in miscommunication and inadvertent striking off.
There was a pending dispute among the directors/shareholders—petition under Sections 397/398 of the Companies Act, 1956—so striking off was inappropriate; the strike off was inadvertent and merits restoration of the company's name under the second proviso to Section 252(1).
Directors of the company had become disqualified under Section 164(2)(a) for non-filing of annual returns and balance sheets for more than three financial years; despite that, restoration is sought and, if ordered, the RoC should be directed to facilitate filings and flag the company as a management dispute case till pending proceedings are disposed of.
Prayers included restoration of the name as if it had not been struck off, direction to the directors to file outstanding annual returns and financial statements notwithstanding non-holding of AGMs, and directions to use mechanisms (including IBBI/IRP channels as per MCA circular) to mark the company as a management dispute case.

Respondent / Shri Sanjiv Pandey (Director) — Core submissions

Referred to letters to the RoC (dated 22.11.2019 and 10.06.2019) pointing out the mistake in striking off the company and requesting that MCA records be updated to reflect a management dispute.
Referred to pendency of CP No. 322006 (TA No. 142/2018) under Sections 397/398 of the Companies Act, 1956 titled "Mrs. Rani Suroliya & Ors. Vs. Rajasthan Development Trust Pvt. Ltd. & Ors." pending before the NCLT, Jaipur Bench, and argued the company should have been flagged as a dispute case and not struck off.

Income Tax Department (appearance / request)

The Income Tax Department appeared through counsel and requested that any directions/orders safeguard the interests of the revenue, so that dues or demands of the Department are protected.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Case cited as C.A. 91/252/JPR/2019 (referred to as Dr. Jha/Dr. Jhabran Mehta matter)	Observed that pendency of a shareholder dispute is sufficient in itself to sustain the company's name and that the ROC must not precipitously strike off a company where such a dispute exists; ROC should flag and consider responses/objections before taking action.	The Tribunal relied on these observations to support the proposition that striking off while a dispute is pending was improper and to justify directing the RoC to flag the company as a management dispute case pending disposal of the NCLT petition.
"Jqn Lawbre Dominique Vs. Registrar of Companies, Jaipur & Ors." (as cited in the opinion)	Referred to precedent where the Tribunal relied on the view that striking off a company is not justified when litigation is pending and such a company should be restored.	The Tribunal cited this case (and the line of authority it represents) to reinforce that pending litigation before a competent forum precludes summary strike-off and supports restoration of the company.
Judgment of the Hon'ble Delhi High Court in R. Panjwani vs. Registrar of Companies & Anr (as cited in the opinion)	Held that when litigation is pending by or against a company before a competent court, striking off the name of the company by RoC is not justified; such companies are to be restored.	The Tribunal noted the Delhi High Court's analysis and relied on the stated principle to conclude restoration was appropriate in the present circumstances where a dispute was pending before NCLT.
Appeal No. 969/KB/2019 (RoC, Jharkhand Vs. K Steel Pvt. Ltd.), NCLT Kolkata Bench	Recorded that an application filed by the RoC under the second proviso to Section 252(1) is competent and that restoration may be ordered where there are errors in striking off the name of a company.	The Tribunal cited this appeal to support the procedural propriety of the RoC filing for restoration under the second proviso and to affirm that restoration of the respondent company's name was appropriate.
Mrs. Rani Suroliya & Ors. Vs. Rajasthan Development Trust Pvt. Ltd. & Ors. (pending NCLT petition)	This is the pending management/shareholder dispute under Sections 397/398 of the Companies Act, 1956 referred to in the record as the substantive litigation concerning management of the company.	The Tribunal directed that MCA/RoC mark the company as a management dispute case pending disposal of this petition and treated the pendency of this petition as a central factual reason supporting restoration and protective directions.
Dr. Reddy Research Foundation Vs. Ministry of Corporate Affairs (Writ Petition 32575 of 2017) (as cited)	Referred to in the context of the ratio permitting reactivation/marking of DIN and procedural facilitation by RoC (as cited by the Tribunal).	The Tribunal relied on the ratio to direct that, if required, RoC is to mark the DINs of directors as "Active" and to facilitate addition of new directors by backend processing in accordance with the directions referenced in the order.

Court's Reasoning and Analysis

The Tribunal's reasoning followed a stepwise analysis grounded in the factual record and relevant precedents cited in the application:

Factual determination: The Tribunal examined the RoC's material and found that the ostensible reason for striking off the company's name was non‑filing of statutory returns since 2014, which itself resulted from an asserted management/shareholder dispute that inhibited completion of annual compliances.
Procedural lapse / inadvertence: The RoC's notices were MCA-generated and replies were not properly logged on the portal; the Tribunal accepted that there was miscommunication and that the striking off occurred inadvertently while litigation was pending.
Legal principle from authorities: The Tribunal relied on earlier NCLT orders and High Court precedent (as discussed in the opinion) that hold that where litigation or a shareholder dispute is pending before a competent forum, summary administrative striking off by the RoC is not justified; the pendency of such litigation warrants caution and generally supports restoration.
Equitable and remedial approach: The RoC had filed the present application under the second proviso to Section 252(1), which permits restoration in appropriate cases where striking off is not justified; the Tribunal treated the RoC's initiative as proper and 'equitable/judicially correct' in the circumstances.
Balancing other interests: The Tribunal noted the Income Tax Department's concern about safeguarding revenue interests and stated it would not permit any order to prejudice other parties or authorities; it therefore fashioned directions that leave authorities liberty to proceed in accordance with law in respect of liabilities determined against the company.
Directions as protective measures: To prevent recurrence of mechanical action by the RoC and to protect the ongoing litigation and stakeholders, the Tribunal directed the RoC/MCA to mark the company's records as a management dispute case (using IBBI or any other mechanism) until disposal of the pending NCLT petition. The Tribunal also directed the RoC to refrain from making changes to company or director status without prior orders of the Tribunal in specific applications referring to this order.
Compliance and restorative consequences: The Tribunal ordered restoration of the company's name and directed filing of outstanding documents and completion of statutory compliance (including filings that might relate to AGMs not held and documents not adopted), and it provided for facilitation by RoC in the event of difficulty in making such filings.
Director-related directions: The Tribunal allowed for reactivation/marking of DINs as "Active" and for backend facilitation to add directors where necessary, consistent with the ratio of the authority it cited (Dr. Reddy Research Foundation direction referenced).

Holding and Implications

Holding: The Tribunal allowed the appeal and ordered the RESTORATION OF THE COMPANY'S NAME — M/s Rajasthan Development Trust Private Limited (CIN: U70101RJ1974PTC001550) — in the Register of Companies maintained by the RoC, Rajasthan, Jaipur.

Implications and direct effects:

RoC is directed to flag all MCA records of the company as a "management dispute" case until disposal of the pending proceedings (specifically referring to the NCLT petition titled Mrs. Rani Suroliya & Ors. Vs. Rajasthan Development Trust Pvt. Ltd. & Ors.).
While so flagged and during pendency of the litigation, the MCA / RoC shall not take administrative action that prejudices the continuing operation/status of the company or its directors; no change in company or director status shall be made without prior orders of the Tribunal in specific applications referring to this order.
The company is directed to file all required documents and complete outstanding statutory compliances, including filings that may be necessary despite AGMs not being held or documents not being adopted, within 30 days from restoration of the name. The RoC shall facilitate such filing if there is difficulty.
Restoration is to operate as if the company's name had never been struck off; the company shall be deemed to have continued operative status in all respects from the date of striking off.
The RoC is directed, if required, to mark the DINs of the directors as "Active" and to facilitate addition of new directors by backend processing in accordance with applicable directions referred to in the order.
Any liabilities determined by other authorities (including the Income Tax Department) may be proceeded with in accordance with law; the Tribunal's order does not intend to prejudice the claims or rights of other authorities.
Costs: The appeal was disposed of in the terms recorded and no order as to costs was made in the facts and circumstances of the case.

This summary is limited to and strictly based on the content of the provided opinion. No information has been added that was not present in the text of the opinion.

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Registrar of Companies v. Sushila Pandey & Ors.

L This applicatiotr is filed by the Regisrar of Companies (.RoC,), Rajaslhu, Jaipur. urda rhe scond proviso of Sectiotr 252(l) of the Companies Act, 2013, tAcf) read with Rule 874(5) of Narional Company Law Tribunal, Rules 2016, (.Rules,) in respet of tr s Rajasilan Dvelopment Trust privsie Limited (.RDTPL,), a company iocorporald under the Companis Acr, 1956, with CIN l'!f!!!rt l Is)ush ynleo ClmiireDCin!: U70l01RJl974PTC00l550 and Pandey ChambeN, Gopal Bari, applicition filed by the RoC, the wirh its registered ofiice situated at 6, Ajmer Road, Jaipur-302001. In this company, RDTPL, and its disqualified filed ils statutory rerums since 2014 as per provisions RoC had issued notice in the presuibed fom No. inlention to srrike off name of the company on the prm;se of the compmy nol carrying on business or nor beinS in opemtion in absence of filing of sratuiory retum for two imediarty prcceding yed od no application for do.mancy udq Se.tion 454 ofthe Act. Ofiice ofthe RoC issued norice in fom No. STK-5 dared 06.08.2t)lE which w.s uplo.ded o, wgbsits of Minisry of CorpoEl Affai^ ('MCA') md aho sent fo. publication in newspapers which is demed to be public notice to al) concemed penoN. Thereafter public notice in fon No. STK-7 dated 20.09.2018 was issued for sr.iking offnam of the compey. The reply of the respondenrs appds to have been .ecrived which wd nor propedy de.lt in the file. But later on, it came to the notice ofthe RoC that there ws a dispure amora the direcrors / diGctos, de arayed a respondents. Tbe RoC has sougbr restoralion of rhe name ofrhe said comp y, which was struck otTby inadvertence, as pr submissions ofde RoC in rhe present application.

2. The RoC has inter alia submitted thar RDTPL had STK-I wder sedion 248(l) of rhe Acl on 04.01.2018 siLh (he shareholders; and litiAarion was pending before diffrent Courts / Authorities. The notices refened hereinabove were generated tnrough MCA mecheism and replies so tumished were nor Bgged with rhe MCA ponal. Hnce, there was miscommunicario, in action s.ken. Further, lhere is no Court order for marking company as manaSement Now the RoC hrs come ro know rhal rhcre h a pririon under Secrion 197-398 of the Companies Act, 1956 pendinS before the Hon'ble National Compey Law Tribunal and due to dispute among directors / shdeholders lhe company failed to fite mual retms and finecial statemnt in the offrce of RoC. Because of non-fiting of due staturory retums and MCA mechaism lonal, name of the compey, RDTPL, has been struck-offfrom rhe Register ofcompanies inadvenently. As pe. records ofMCA, lhe following werc direcroN ofRDTpL: ,

(i) Sushila Pandey,

(ii) Rohini Pandey,

(iii) Rajiv Pedey,

(iv) sdrjiv Pardcy,

(v) Shnyukra Pandey,

(vi) R risurclia, Also, as per .emrds of MCA, the aforsid directors wre disqualified uder secrion tfl4(2xa) ofth. Acr for non-filing of 5Armual Ren m and Balance Sheet for rnore lha rhre financial years, e- In view of lhe facts mentioned hereinabove. the RoC moved the applicalion uder consideration. with inrer-alia the followhg prayers:-

(i)Thot the we of conpany be restorctl to the registet naintaihe.t bt the applicant Reaistat ofco phies as ifnane ofthe co paryt had tut been struek of.

(ii) The Hon'ble Ttibukal be ple$ed to pass the o.lq b .lnect the respondent / dircctors tr lile all due ann@l rctn1s and fiMrciat natementt Ni though the Aaa@l Gererul M@tinAs hate hot beq heLl and said docune^ have not be.n adopted ih the AGM Pursunt to section 137 and other arylicable proisioq af the CMpdies Act,2013.

(iii) The applicaht beins the Re4isnar ol Co pakies, Rajasthan. Jaipur aad seeking dircctiob to restote the nade of ip convdny thich has beeh struck of inadycatc ly, the Hon bt. Tribwat is requdted not ttJ i pose ahy @st M the appticarn (RoC)_ (ir) That Hon hle Ttibwal ,,1oy dircct lhsol'Ens, d Bantrupt.l, B@d of lndia (IRRI) to las this con'paky as nanaseneht dispute in yia, of MC,4 cira/lar Na. 3o/39/2A1&Itsot'eicy Sectiok dated 28.11.2419 so that na itul|ertent action nay tatc ploce b, the ' adi.ant till dabagenent tlbpte petition disposed of by Hoh ble NCLT.

3. Pa mnE, Shri Sanjiv Pmdey. Dimto. of the Compsny, app@ins as a respondent, has rcferred to the paper book submittd by him in the maner! which refeE to leners addrssed to the RoC. dated 22_t1_2019 in which lhe misr.ke of stlikin8 offrhe nme of the compuy by rh. office 6of the RoC ha! ber pointed oui, and dated 10.06.2019 in which re4uest has been made for flassing / mekins MCA record of the compey as a hanaseme.t dispute c.se. Sh; Smjiv Pandy h.s turther refenEd to pendency ofCP No. 322006 (TA No. I4212018) under Sectio. t97l398 of the Companies Act, 1956, frled as Mrs. Rani Suroliya & Ors. Vs. Rajaslhu Development Trust Pvt. L1d. & 06. pending before NCLT, Jaipu Bench, &d ordeB passed rhereundr. Shri Sanjiv pmdey, emphaized that tle compdy, RDTPL, shoutd have ben flaaged as a disput case and i. should not have beo sEuck offat alt.

4. The factual backgrouDd ofrhe insQnt case is similar ro another such maner of compey srrike-off durins pendency of a Section 39?/398 ptition lhar cam up before the Tribunal in C,{ Ir'a 91/252/JpR/201g (Dr. JhaDan Mehta re$a Regi./r'.at ol Con poni6). Therein the bench had $ared in rhe order datd 13.02.2020 within paE 22 as foltows: ".... h is dident lon the t@otd that a petitiot had been tuinakd in 2014 undet Sectiok 397/398 of the Conpwies llct, 1956. P.iot notice of the sane to the Cefirat Govenlme urde, Section 400 uIthe Conpahies Act, t956 var a nahdatory rcquitenent of lN, baides procedurut prqoiptiot at the fornet Conp@y Itu Bo d. Undet the cil.thitonc6, the ROC had adeqwte notice of the pendinA hafien betweeh riyal goups in the conpany. The practical nanifdtation of nany d such shareholder disputet enqses ii the foctum of hoa-lilins of stat /to/y 7returns and h ing behind in conptiatcei. It such .ontqt, any prino-facie ptetunption, with@t fu pe\pectire, dtoon by the ROC of doman." or rcbfun nofutily of a conpa4y X ak iacotect sumise. This c6e did tut squatel, fall snicb seafl within the poranete8 ofsecnok

2 48( t ) of the Codp@ies Act, 20 t 3 for the ROC to orive at M! canclwions by cohjecturc. Moreoyq, the Appettant h6 btought ok rccold that totice of the ROC vas duty replied ta and fie fact afpenden ! ofthe conpan, petition wat.o tuunicated / reiteruEcl......

5. In the order in the said case of D.. .Ihanaa M.hro (supto), it wa, nded by the'lriburl in p@ 25 that the pendency ofsharehotdcG dispnte is sufiicient around in ibelf fo. suslaining the name of the comperj and "ant actio of shikhe ui tuo,ld be plecti,e of cohttubklelt indiferca@. heglisehe ahd nechanicat etercise oh the pan ofthe ofrce af the RoC ". It \|a3 atso iured rlul iI such oses, flagging and dispDte markire should be done promptly, after rceipt of rsponse / objectio. by any $aleholder to th proposed striking otrofrhe name ofcompey: ''Pekdehcr oI su.h c6es, shoutd itself act as a ba Jb p/ecipitate action by the ROC. particut ty siace the ROC Lr eittpr u puttr, ot Eivb adyarce rctice clirectly or through the Regiofut Director. The ROC is expecte.l to give due ond carefll .onsiclerutioa b d.ry roposed actioh of sttikins4f, sirce the consequences cok be quite &asnc fot aa opetutna cohpaby who hay fr4d itsetffrozq ah.1 trubre to f)hction, possibly ihpiaaing on Articl. I 9(t Xd of the Co6tiiltion of Indio of the riAhts ofstakzholders to putste a b4ikess acny y / enterydre ,.

6. runher. rn Para 20 oflhe arorcsaid c6e, it is atso nored as foito$s: -D.fauh. I any. ot J"AllihC yatutoty conptiou* ae"d\ to be balarced aaaihst delays ik handtiks of such cases br coutrs/ rtibuhals and othet authoritier. To the eatent that adjudicatory / addikitrattue / judicial nechonisms, fot whatdel rcaso$, bdt the btdq of delays, the parties to a disptte cantut be sa&led \|ith any co8eque1tial

7. The aforesaid observarioN of tle Tribual were rciteftted jn CA (A) No. 0UJPB,/2U8 ntud i, Jqn Lawbre Doninique Vs. Regist.ot of Con panies, Joipw & OB.In fie said case. the Tribuat had rcfened ro a JudSemeo! of the Hon'ble Delhi Hich Court in the matler of r{,, Panjwahi ys. Regisbo of Conpania & ADr (2ots) ts2 Cottp- C6e J8O re.. whjch had sktd thar wheb lhere is a lirigarion pending by or aaain$ a compary before any compeEnr coun of law, i, such pecutiar fets and circumstances, srriking off the name of rhe company by RoC was norjuslifid. Thus, sr.rch company was ordered to be rstored. In rhe said case, rhe Hon'blc Delhi Hish Coun had etaborately analysed clauses in the Companies Ad, 1956, including a,:tr.tysis of ,otheyi,e jat,, which is also one of rhe grouDds for resloration of a company uder Section 252 ofthe Aca. One ofthe crirical etmnts of such a scenario is that a company cenot be non-suired from the pmuir ofa leSat remedy before u appropriaG authoriry / Coun / Tribuml by .he action of the RoC of sEikinA ofl rhe narr e of rh compuy.

8. In lhe tecedent circumslances oflhe cae at hdd, it ;s apposite rhat the of lhe name ofthe CompanyRoC h.s filed u application for restoGtion under second proviso of Se.tion 252 (l) of lhe Act. read with Rule 874(5) of the Rules. Such actioD on the pan of th RoC is quitably / judiciauy corect and commendable. Section 252(l) of lhe Act rads as Sec.ion 252(t)- Any pe$on assie'ed by ah ordet oI the Resisttu, .otifyihE a conpdny as dissolye.l uhdet Sectiok 24A, ay lite ah oweal to the Triburul dthin a petiod dttree rearc lton the date oj the odet ofthe Resistar d lfthe bibutul is ofthe opiaior that the renayal ol the @ne of the cahpaayfron the resister ofconpaki.a is hot jBtifred ia yid of the absehce of aiy of the Btuuads ok which the o et \e6 Wscd br- fi. ReSisPrar, it ay ordet rc oratio oJ te nane ofthe coryw.y ia the rcgister olconpakies.. Prctided that beJ&e passing ahy order undet thil sectian. the Ttibuwl sho sire a rcas@able opponniry of nakns reresatatio$ and ofbeihg he@d to the Regirtar, the cory@ry okd all the persoa @nceme.l: Pruridedhrther that ifthe Regittrut b,atiqeed, that the ru eofttu cmpaky has been s,7,ck of lfon the resistei of conpanies either i'adw enlt ot oh bdis of iacore.t inhmatio. fnnishect by the cohpah, or its ditectars, vhich reqrires restoration in the rcEiste, of conpMies, he nat |9ithin a petiod of ttuee ,ea\ fiod the drte of passiks of the ordo dissolihg the .onpany unde. Sation 248, lte an opplicatirn b4tore the Tib,nat s@hhg restorution of wh,e of

9. lb Appeal No.969/KB20l9 (RoC, Jho.*hond Vs. K Steel pv. Lad.), NCLT. Kolkata Bench, recorded as follows: This h on appeal fled by the Regbn@ oI Anpany, Jharth@d (ROC). Upot hedibg the Ld. ROC, Jhdthand \9e are satisled thal the applicatiot was fled udel second pl@iso to %ctioi 2520) of the Conryies Act, 2013. Ld. RoC has subnited that thqe arc ceftain aW enr errot in stiikitg o/the rune ofthe appe ant @ paiy and the ROC. Jha*hahd hB approached this TtibMal ta restare the kahe of the t6qa ent conpony ik the Registet of the Regirt& d Conpani.s. Jha*hahd- At the jmdwe of passing otdq Ld. ,ldvocate, Mr. A.K. Sriyastaya apryated and soqht l@e to intetuene in this natter. As per the tecoatl prueilu b:;ectiot 252(1) ko one con.one ercept ROC. Thelefo.e, w are declined to altcN the qayq fd inteNebtioh ih the nattq. Reing sotisJled vith the explokatioh adya$ed the side ofthe ROC and upok perusal olthe rccodr, we ote ofthe itu that thil appeol is liable ro be allNed. Therefore, the rune of the lespotd t conpany is heteby rcstd.ed

10. On perusal of the matenal available on rcord, ia is vident rha! the ostensible reason for striking off the name of M/s Rajssrhan Developme Trust Pnvare Limited was rhat the said Compay had failed to file irs dispute is pending since 2006, between the shrehotde.s / direcrors. in respecl ofmaue6 ofth comp y. Consequently, the company coutd noi statutory retms (Amuol Rchms, Finucial Statcmcnts) snce 2014. Ir i, rhe adnined po.iLion oflhe panie, rhd a fi.alize / compleb annual complisces. ln view the.eofthe Compsy or i1s direcio.s could no1fi1e rle!anl slarurory retums. I L To rectiry suikins-off due to inadvertence. the RoC has filed the i t nl appl;cadon in the prscribed fomai, i.e. NCLT Form No. 9. ltough the RoC h6 not zmyed the lncome Td Deparmnt as a pany Responden! perhaps since resloEtion of lhe conpmy is sughl on RoC's iniliative. we heard the counsel for the lncome Tax Depanmenr when the matrer cme up. Mr. Praleek Ke.lawat, Advocate, appe ing for Sh. R.B. Malhu, Senio. Standirg Counsel of rhe Income Tq Depanmenr, submitied / prayed fiat the Hon'ble Tnbuml, in its di.ections and ordq, ma) safegudd dd secure rhe i.teresl of the revenue h tems of dues or demods of rhe Depetrnent. Ths Tribual is cognizant of the sme ud ir is surely nol the case of myof,e that .ny ordeF shall &r to the prcjudice of any of the parties or authorities.

12. Upon considerins facts and circmsraces and the pleadinss of the present n:aner,lhis Bench is ofthe view that it ;s a fit cale for restorarion of$. rEne oft)e Compary cr it is dircolcd alcor.]nuly. ll- long wifi rstoration, the RoC is direcred to flag all MCA rccords of the Company, i.e. lv?s Rajasthan Developmmt Trust Private Limited. as a managemenr dispule case, till disposal of proceedings / liriSarion in respet ofthe Compay, panicularly CP No. 3212006 (TA No. l42r0t8) undr SectioD 3971398 of lhe Compmis Act, 1956, titled &s tvfrs. Rei Suroliya & Ors. Vs. Raj6rh& Development Trust p\4. Ltd. & Ors. pending before NCLT, Jaipur Bench. Thi! shall be done by th RoC tnrough dE lnsolvency and Bankuptcy Boad of tndia (.IBBI.) pursuanl 0o MCA circular No. l0'Ja 20t8Jnsotvency Serion dared 28 IL20l9. or thrcugh any orher mechdisms, whether by foMarding a copy ofthis order to concmed persons o. othrwis. Upon being marked as a dispule case and during pendency of liriSarion in rcspecr of atrairs of fte Company, the MCA / RoC shalt cause no hedicap in, o. prejudice to, lhe continuance of nnne or operarioN of the compey, which may be minimal or lar8e, or ro ary pnjDent conjoini / tunclional apect, such as the siatus of directoB, thar may dise rherefrom or be .elared thereto_ No change in $atus ofthe Compey or the directors thereofshalt be done by lhe MCA / RoC without the prior orders ofrh. Trjbunal in a(ny) specific applicaion(s) with reference to this order.

14. Accordingly, this Appal is allowed and lhe resroratior of the Appllanr Company's name i.e. M/s Rajastha Developmenr Trust private Limired (CIN: U70l0lRJl974I}TC00l550) h rhe Reaisler ol L-uxlpais mainuiDed bv th Re8isbar of Companies, Rrjosthan, Jaiprr. is hcreby o.dered. witl a dircdion that fie Conpmy shal comply with the provisions of the Acr, ircluding completion of a pending fllins even though relevant Amual Generat Meetinss (.AGM') have not been held and related documents have nor been .dopred in the AGM pursudt to section 137 od olher applicable provisions of rh Aci rn cas of any difiiculry, the office of RoC shall facilitlre compterion of filing. tn the vent of ey liabilities being detemined in respect ofthe said Company by any audorities, including the IncoDe Tax Deparrmenl, they may proceed i. nlis resd4 in ecorda.ace with applicable law.

15. This Appeal is disposed ofon the lerms di.ected above. In the facts and circumsrances of rhe cse there sha be no order on costs. The Compey js directed to file aI required d@umenrs and shall tutfil alt other relevarr statutory complieces, in accord.nce wirh law within 30 days nom rcstomtior of ils name in the Regisrer of Compuies mainrained by RoC. Consequert ro the rcstomrion of rhe name of&e Company, th elTecl of such reinstatement shalt be as if the name of the Compatry had nol bee. struck-off and it shail be decmed to have been, and also continuing to be. tully operational in alt rcspects. tfrequired, ihe RoC ;s directed to mark the DIN of rhe directors of the Company d .Active,, provided that lhe default by rhe concmed direcroB is limitd to rhe Compey undq consideration herein, in consoDdce with the ratio dcidendi ofthe order dared 07. i0.201? ot $e High Coun oi TctanSana and Andtua prad.sjr nr the case of Dr. R.dd!\ Research Foudo.ion Vs. Ministry of Corpotdle Alfairs {w(itpelilion 32575 of20l?). AhemaEty, the RoC is dirccEd to hcilirate addilion ofnew direc1o6 under Section t67(3) of tle Acl, ttuough backend p.ocessing, in accordance wirh dnec.ions vide F.No-O3/71/2017/CL-II dated 07.10.2017 of the Joint Direclor, Minisry ofcoQorate Atrai6, or oiherl{ise rluoueh any other mechanism.

16. Cenified copies of this order be com$icated by the registry Regi$-ar ofcompanies, Jaipur, and the Respondents in this case. (RaChu Na$ir) Member (Techni.rl) (rjrr Kumrr r rrriiiiii

Registrar of Companies v. Sushila Pandey & Ors.

Factual and Procedural Background

Legal Issues Presented

Arguments of the Parties

Applicant / Registrar of Companies (RoC), Rajasthan — Core submissions

Respondent / Shri Sanjiv Pandey (Director) — Core submissions

Income Tax Department (appearance / request)

Table of Precedents Cited

Court's Reasoning and Analysis

Holding and Implications

Registrar of Companies v. Sushila Pandey & Ors.

Comments