Prasanta Kumar Mohanty, Member (T)

1. The Present Appellant through this company appeal has sought for restoration of the name of the company, i.e. Grass Root Events and Advertising Pvt. Ltd. in the Register of Companies being maintained by the Registrar of Companies, Guwahati, NER, Assam [ROC].

2. Being aggrieved with impugned action, the appellant, as being Shareholder of the above company, has prayed for following reliefs for:

i. Passing appropriate order to admit the petition.

ii. Passing appropriate order directing the respondent to restore the name of the Company in the register with immediate effect in terms of the Section 252(3) of the Companies Act, 2013.

iii. Passing order in terms of Section 252(3) of the Companies Act, 2013 that is just and appropriate placing the Company and all other persons in the same position as nearly as may be as if the name of the Company has not been struck off.

iv. Pass Interim order directing the respondent to issue instruction to the Bankers of the Company to allow operation of the bank Account maintained with Bank of Baroda (Account No. 68300200000350) and Axis Bank Limited (Account No. 921020027440759) immediately, so that the business of the Company is not hampered.

3. The brief facts of the case raising to the present appeal are stated as under:

3.1. Grass Root Events and Advertising Pvt. Ltd. was incorporated under the Companies Act, 2013 on 11/05/2017 as a Private Company Limited vide CIN: U93090AS2017PTC017929 limited by shares with the Registrar of Companies, Assam. (Herein referred to as Registrar of Companies, Guwahati).

3.2. The Registered office of Company is situated at C/O. Syed Mubassir Hasan, Chaliha Nagar Sector-2, Byelane-6, Tinsukia, Assam-786125.

3.3. The Company was incorporated to carry on the business of advertising & publicity agents and contractors.

3.4. The Company has failed to file its statutory returns since the year 2019. The true affairs of the company are reflected in its balance Sheet and that had been prepared and duly audited by the Chartered Accountant up to 31st March, 2021.

3.5. The company would be in a position to smoothly run the said business and would be in a position to place before the statutory returns in time before authorities including the Registrar of Companies in time.

3.6. The Company has remained functional since its incorporation till date and has also convened its Annual General Meetings regularly where shareholders approved duly audited Financial Statements of the Company. Therefore, it cannot be concluded that the Company is not carrying on its business or operations for two years within the meaning of Section 248 of the Companies Act, 2013.

3.7. The Company had filed Financial Statements and Annual Return for the year ended 31st March, 2018 but due to prolonged illness of the Director, and thereafter due to the outbreak of the COVID-19 pandemic resulting in a lot of difficulty in complying with the statutory compliances, the Company could not supervise or even make the necessary compliances of filling its financial statements and annual returns with the Registrar of Companies.

3.8. The Company has a reasonable belief that the concerned respondent would allow the said company to file the return on receipt of late fee in addition to the fee for filling of returns, on payment of requisite fee as well as additional fee, the filling of requisite document could be rectified, on such rectification, there is no violation of any provision of the under the Companies Act.

3.9. On noticing that the statutory returns has not been filed in time, the applicant took immediate steps for filling of statutory returns before the Registrar of Companies accordingly the consultant had prepared all requisite documents for filling of return before the Registrar of Companies. The requisite returns could not be filed as the Company is struck off on 08/02/2022.

3.10. As a result of struck off the name of the Company, the Bank Account of the Company, which is registered with all the vendors and suppliers of the Company, maintained for the purpose of Business with Bank of Baroda having Account No. 68300200000350 at Tinsukia Branch and Bank Account maintained with Axis bank Limited having Account No. 921020027440759 at Tinsukia Branch has been frozen and the company is not allowed to operate the said account and as a result the Company is not able to play its statutory liabilities like Income Tax (TDS), GST etc.

4. The application for restoration of the name of Company with the register of Companies is filed by one of its Shareholder cum Director i.e. Mr. Syed Mubassir Hasan.

5. The matter of application falls within the jurisdiction of the Hon'ble NCLT Bench, Guwahati.

6. The ROC has further contended in its representation that the present appeal may be considered on its merit by this Hon'ble Tribunal and has submitted the following:

6.1. The company has not filed its Balance Sheet from financial year 2018-19 onwards with the office of the respondent. As per Section 252(3) of the Companies Act, 2013, a struck off company can be restored only on the direction of the Hon'ble NCLT within a period of twenty (20) years from the publication in the Official Gazette of the notice under sub-section (5) of Section 248. In this regard, it is submitted that in terms of the said provisions, the Hon'ble NCLT while passing an order for restoration it is to be satisfied that the company is carrying on business or in operation.

6.2. M/s. Grass Root Events and Advertising Private Limited was incorporated on 11.05.2017 and the aforesaid company was struck off on 08.02.2022 after complying with the provision of Section 248 of the Companies Act, 2013. The Registrar of Companies has issued notices (In Form STK-1) to the company as well as the directors under Section 248(1) of the Companies Act, 2013 read with Rule 7 of the Companies (Removal of names of names Companies from the Register of Companies) Rules 2016 for removal of name of the company from the register of the companies as there was reasonable cause to believe that the Company was not carrying any business or operation for a period of two immediately preceding financial years and have not made any application within such period for obtaining the status of Dormant company under Section 455. Further, published STK-5 notice in two newspapers (English and Assamese) and also in the official Gazette.

6.3. As per provision of Section 248(5) of the Companies Act, 2013 after the expiry of the prescribed time period and as no response has been received from the company and the public, a notice (in Form STK No. 7) dated 08.02.2022 was issued by the Registrar of Companies, Guwahati reflecting the name of the company as strike off w.e.f. 08.02.2022.

6.4. Restoration of Company does not entitle the right of restoration of DIN of the disqualified director. Further, the matter of disqualification of directors, the Hon'ble High Court at Bombay passed an order dated 22.03.2018 in various Writ petitions and quashed the operation of the impugned list of disqualification of directors published by ROC, Maharashtra, Mumbai. Aggrieved by the aforesaid order, ROC Mumbai has filed SLP (C) No. 18693 to 18703/2018 before the Hon'ble Supreme Court. In the aforesaid SLP, the Hon'ble Supreme Court vide order dated 06.08.2018 stayed the operation of the order passed by the Hon'ble High Court at Bombay. In view of the above, any plea of the petitioner for activation of the DIN of the directors of the Company should not be allowed.

6.5. If this Hon'ble NCLT on being satisfied that the Company was in operation at the time of striking off the name of the Company if at all, directs the respondent to restore the name of the Company, then there may be a direction upon the petitioners to make up to date filing of all statutory documents and to make all legal compliances prescribed under the Companies Act, 2013 immediately after restoration of the name of the Company.

6.6. Presently the status of the company is 'struck off' and the company can be allowed to be revived under Section 252 of the Companies Act, 2013 on its own merits directing petitioner to file all the pending statutory returns with the additional fees within 30 days from the date of passing of the order failing which the respondent may be directed to strike off the name of the company again without giving any further notice to the petitioner.

7. As per the record, the petitioner has preferred the present appeal under section 252(3) of the Companies Act as being the shareholder of the deregistered company. He is eligible to file the present appeal for restoration of the company's name in the register of the ROC. Hence, the present appeal is found maintainable.

8. As per the records, the name of the company, GRASS ROOT EVENTS AND ADVERTISING PRIVATE LIMITED got struck off from the Register of Companies on 08.02.2022 (followed by a Gazette notification published in this respect), while the present appeal has been filed on 25.08.2022. Hence it is found to be filed within limitation.

9. As per the records, the name of the company, GRASS ROOT EVENTS AND ADVERTISING PRIVATE LIMITED is the company that has failed in filing its statutory returns (e.g. Balance sheets, Annual returns) before the ROC nor did it make any representation before the Registrar of Companies.

10. We consider the merits of the present appeal and documents annexed therewith. The petitioner has contended in the present petition that the company has been active since its incorporation. The failure on the part of the company to file the financial statements was unintentional and not deliberate. However due to such reason the ROC, Guwahati Struck off the name of the Company.

11. We heard the Ld. Counsel for the petitioner and considering the above stated aspects of the present appeal by perusing the material made available on record, we are of the considered view that it would be just and equitable to revive the name of the company, GRASS ROOT EVENTS AND ADVERTISING PRIVATE LIMITED in the statutory register as being maintained by the Registrar of Companies, Guwahati.

12. In exercise of the powers conferred on the Tribunal under section 252(3) of the Companies Act, 2013, the present appeal is partly and conditionally allowed with directions and subject to the compliance of following conditions:

12.1. The Registrar of Companies, NER, Assam, the respondent herein, is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from 'struck off' to 'Active';

12.2. The petitioner company is directed to file all pending statutory documents(s) including Annual Accounts and Annual returns, IT return for the Financial Years 2018-19 onwards, along with prescribed fees/additional fee/fine as decided by Registrar of Companies, Assam;

12.3. The Company's representatives who has filed the Company appeal on behalf of the petitioner Company, is directed to personally ensure compliance of this order;

12.4. The restoration of the Company's name is also subject to the payment of Rs. 25,000.00 (Rupees Twenty Five Thousand Only) through online payment in www.mca.gov.in under miscellaneous fee by mentioning particulars as "Payment of cost for revival of company pursuant to orders of Hon'ble NCLT in C.P. No. 26/252(3)/GB/2022";

12.5. The Petitioner is directed to deliver a certified copy of this order with Registrar of Companies, Assam within thirty days of the receipt of this order;

12.6. On such delivery and after due compliance with the above directions, the Registrar of Companies, Assam is directed to publish the order in the Official Gazette under his office name and seal;

12.7. This order is confined to the violations, which ultimately led to the impugned action of striking off the name of the Company, and it will not come in the way of Registrar of Companies, Assam to take appropriate action(s) in accordance with law, for any other violations/Offences, if any, committed by the petitioner company prior to or during the period the name of the Company remained struck off.

13. The C.P. No. 26/252(3)/GB/2022 is allowed and disposed of with the above directions.

14. The Registry is directed to send e-mail copies of the order forthwith to all the parties including the Counsel.

15. Urgent certified copy of this order, if applied for, be issued upon compliance with all requisite formalities.