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TMI Blog2018 (12) TMI 672X X X X Extracts X X X X X X X X Extracts X X X X ..... Plot No.112 Sector 44, Gurugram- 122003. Therefore, the petition lies within the territorial jurisdiction of this Bench of the Tribunal. 2. The Company is stated to be originally incorporated on 05.03.2011 in the State of Gujarat and later on, the registered office of the Company was shifted to Gurugram, in the State of Haryana, vide order passed by the Regional Director, North Western Region, Gujarat, dated 16.06.2015, which was registered by the Registrar of Companies, NCT of Delhi and Haryana and a certificate of registration of Regional Director for change of State was issued on 25.06.2015. The authorized share capital of the Company is stated to be Rs. 35,00,000/-, comprising of 3,50,000 equity shares of Rs. 10/- each and issued, subscribed and paid up share capital of the company is Rs. 31,13,830/-, divided into 3,11,830 equity shares of Rs. 10/- each fully paid up. 3. The Company is stated to be presently engaged in the business of marketing and trading of variety of goods, products, rendering services through e-commerce, internet advertising, mobile internet, online content and offline conventional business through all means. The certified copy of the Memorandum and Artic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company Secretary engaged by the Company shall look into the necessary compliances and they being technocrat were not supposed to look into this. 6. It is stated that the Board of Directors in their meeting held on 05.12.2017, accepted all the suggestions made by the Practising Company Secretary firm, regarding the revision of the report of the Board and decided suo moto to disclose all such information, as required under the provisions of Section 134 (3) of the Act read with Rule 8 of the Companies Act (Accounts) Rules, 2014, by revising their report for the financial year ending March, 2015, after seeking necessary direction/permission from the Tribunal and accordingly, an application under Section 131 (1) (b) of the Act read with relevant Rules, was filed before the Tribunal on 21.12.2017 and that the Bench upon hearing the matter on 23.01.2018, allowed the Practising Company Secretary, representing the Company, to withdraw the application with liberty to file afresh on the same cause of action, after removing the defects. 7. It is stated that the Board of Directors of the Company in their meeting held on 14.02.2018, decided to file afresh petition to seek necessary permis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4) read with Rule 77 (4) of National Company Law Tribunal Rules, 2016 (hereinafter referred to as the 'Rules'). The copies of "Business Standard" newspaper (Hindi and English) were enclosed as Annexure A-1 (Colly). The proof of service on the three respondents was also enclosed. 11. Vide Diary No.814 dated 14.06.2018, the Deputy Registrar of Companies, NCT of Delhi and Haryana, filed report, inter alia, stating that no prosecution is filed against the Company; there are no complaints; there is no inspection/investigation. It was further stated that it is revealed from the petition that there shall be no financial effect in the financial statements and revision pertains to procedural documents, attached with the financial statement or disclosures. 12. The Regional Director (NR) Delhi, filed report dated 25.05.2018 (Diary No.2016 dated 06.06.2018) stating that under proviso to Section 131 (1) of the Act, the Regional Director has not been notified as "Central Government" by Ministry of Corporate Affairs. Vide Diary No.3031 dated 20.08.2018, the Company filed revised Memo of Parties in which the Central Government through the Secretary of Ministry of Corporate Affairs was made respo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... course of time, after exercising all legal rights to protect its interest and undertaking to comply with the outcome of the judgment/decision. 15. During the course of hearing, the Authorized Representative for the petitioner submitted that the due compliance of the provisions of Section 131 (1) (b) is made and there would be no change in the financial statements or in the Income Tax Return, already filed by the Company, relating to financial year 2015-16. The learned Senior Standing Counsel for the Income Tax Department relied on the report already filed. The Registrar of Companies, Punjab and Chandigarh, appearing for the Secretary, Ministry of Corporate Affairs, relied on the report submitted vide Diary No.3792 dated 03.10.2018. 16. We have carefully considered the submissions of the Authorized Representative for the petitioner, the learned Senior Standing Counsel appearing for the Income Tax Department and the Registrar of Companies, Punjab and Chandigarh, appearing on behalf of respondent No.2 i.e. the Secretary, Ministry of Corporate Affairs, New Delhi, and have also perused the records. The relevant Section 131 (1) of the Act reads as follows: - Voluntary revision of fin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Women at Work Places for Clues Network Pvt. Ltd. (Annexure A-1) has been filed. The policy date therein, is stated to be 17.01.2014 and the effective date is 09.12.2013. 18. The Board of Directors of the Company considered the proposed revision in the Board Report of the Company for the financial year 2015-16 in its meeting held on 05.12.2017 (Annexure A-5 of the Application) and it was resolved that pursuant to the provisions of Section 131 (1) (b) of the Act read with the relevant Rules in this regard, as notified by the Central Government and other applicable provisions of the Act, the consent of the Board be and is hereby accorded to file a Company Application/Petition before the Tribunal to obtain its approval for the revision of the Board Report of the Company prepared for financial year 2015-16. In the Board Meeting held on 14.02.2018 (Annexure A-6 of the petition), the minutes notes that the Chairman of the meeting apprised the Board that the Tribunal while hearing the matter relating to the proposed revision in the Board Report of the Company for the financial year 2015-16, had advised to file fresh petition on the same cause within 14 days in compliance of Rule 77 of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... above and details of outstanding demand of the Company for assessment year 2013-14 to 2015-16 have been given and it has been submitted by the Deputy Commissioner, Income Tax, Circle 1(1) (1), Gurugram that appropriate orders may be passed and the interest of the revenue be protected and the Company may also be directed that the proposed changes will not affect the outstanding demand raised by the Department for the above assessment years. The affidavit in response to the report of the Income Tax Department has been filed vide Diary No.3645 dated 26.09.2018. This affidavit is dated 25.09.2018 and is verified by Shri Vishal Sharma, Director. Appeals are stated to be pending before the CIT (A)-1 Vadodara for assessment years 2013-14 and 2014-15 and request for rectification is stated to be pending for AY 2015-16. In the affidavit, Shri Vishal Sharma on behalf of the Company has undertaken to pay all the legitimate dues of the Income Tax Department, in due course of time, after exercising all the legal rights to protect its interest and will comply with the outcome of the judgment/decision. Paragraph No. 2 of the affidavit, states that there would be no change in the financial statem ..... X X X X Extracts X X X X X X X X Extracts X X X X
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