Case Overview

This appeal was filed by the Income Tax Officer, Ward 7(1), Kolkata under Section 252(1) of the Companies Act, 2013. The appellant sought restoration of the name of Green Valley Foodgrains Merchants Private Limited (CIN: U52190WB2011PTC159898) to the register of the Registrar of Companies, West Bengal. The company's name had been struck off on 03 February 2022 under Section 248(1) of the Companies Act, 2013, and the company was subsequently dissolved.

The appellant contended that substantial income tax dues amounting to ₹9,64,14,070 (approximately ₹9.64 crore) remain outstanding against the company for Assessment Year 2018-19. Recovery proceedings were pending at the time of striking off, and the dissolution of the company prevented the Income Tax Department from pursuing these proceedings to their logical conclusion, causing prejudice to the revenue authorities and potential loss to the exchequer.

The appeal was filed following the guidelines outlined in CBDT letter F. No. 225/423/2017-ITA.II dated 29 December 2017, which permits the Income Tax Department to seek restoration of struck-off companies when assessment proceedings (under Sections 143(3), 144, 147, 153A, or 153C) are pending or contemplated, or when departmental appeals, penalty proceedings, or prosecution proceedings are initiated and pending.

Notices were issued to all respondents: the Registrar of Companies, West Bengal, and the company's directors Rabindra Manna and Jay Singh Prakash. While the directors did not appear despite proper service of notice, the Registrar of Companies filed a report indicating no objection to the restoration application.

Final Outcome

The NCLT Kolkata Bench allowed the appeal (Company Appeal No. 45/KB/2024). The tribunal ordered the restoration of Green Valley Foodgrains Merchants Private Limited to the register of the Registrar of Companies, West Bengal. The Registrar of Companies was directed to modify the company's status from 'struck off' to 'active' within 30 days from the date of receiving this order. This restoration will enable the Income Tax Department to continue and complete the pending recovery proceedings for the outstanding tax dues of ₹9.64 crore. There was no order as to costs.

Topics: Company Restoration, Tax Recovery