IN THE NATIONAL COMPANY LAW TRIBUNAL

BENGALURU BENCH, BENGALURU

[Through Physical hearing/VC Mode (Hybrid)]

ITEM No.31

C.P No.69/BB/2024 IN THE MATTER OF:

M/s. TSS Enterprises Private Limited … Petitioner

Vs

ROC, Karnataka … Respondents

Order under Section 252 of Companies Act, 2013

Order delivered on: 30.04.2025

CORAM:

SHRI. SUNIL KUMAR AGGARWAL

HON’BLE MEMBER (JUDICIAL)

SHRI. RADHAKRISHNA SREEPADA

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Petitioner : Shri Vinayak Bhat PCS

ORDER

1. Heard the Ld. PCS for the Petitioner.

2. C.P is allowed and disposed of vide separate order.

-Sd- -Sd-

RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU [Through Physical hearing/VC Mode (Hybrid)]

C.P No.69/BB/2024 U/s.252 of the Companies Act, 2013 read with Rule 87A of NCLT Rules, 2016 In the matter of:

M/s. TSS Enterprises Private Limited, Represented through its Shareholder Ms.Fathima Tul Abir

481-B, IV Phase, Peenya Industrial Ara, Bengaluru - 560058 … Petitioner Versus The Registrar of Companies, Karnataka ‘E’ Wing, 2nd Floor, Kendriya Sadan, 17^th Cross, Koramangala, Bengaluru - 560 034. … Respondent Order delivered on: 30^th April, 2025 Coram: 1. Hon’ble Shri. Sunil Kumar Aggarwal Member (Judicial)

2. Hon’ble Shri Radhakrishna Sreepada, Member (Technical)

Present:-

For the Petitioner : Shri. Vinayak Bhat PCS

O R D E R

1. This petition has been filed on behalf of M/s. TSS Enterprises Private Limited, (hereinafter as “Petitioner”) under section 252 of the Companies Act, inter-alia seeking to issue directions to the Respondent to restore the name of the Company in the Register of Companies.

2. Brief relevant facts of the case are mentioned below:

a. The Petitioner was incorporated on 01.03.2002 with CIN:

U18101KA2002PTC030184 having its registered office at 481-B, IV Phase, Peenya Industrial Area, Bengaluru- 560058.

b. The Petitioner’s name was struck off by the Registrar of Companies due to defaults in statutory compliance viz., failure to file the Financial Statements and Annual Returns for the period 2014-15 to 2021-2022. Consequently, the Registrar of Companies initiated proceedings under Section 248 of the Companies Act, 2013 for the purpose of striking off the name of the company from the Register maintained for the purpose.

c. The Registrar of Companies struck off the name of the Petitioner on

09.08.2019 and published the name of the Petitioner Company in official gazette on 09.08.2019 vide Public Notice No. STK-7 - NOTICE/ DRIVE-1- 32019. The Petitioner states that the Company is active since incorporation and has been maintaining all the requisite documentation, as per the provisions of the Companies Act, 1956.

d. It is stated that the present petition is within the limitation period stipulated by Section 252 (3) of the Companies Act, 2013. The Petitioner avers that the accounts of the Petitioner were prepared and audited for filing the returns with the Registrar of Companies and in the meantime its name got struck off by the ROC due to which the Petitioner was not able to file the pending annual returns.

e. It is further stated that the Petitioner has invested in unquoted securities an amount of Rs.15,46,88,685/- (Textile Sourcing and Services Private Limited 11,14,38,685 Orchid Consultancy Private Limited 5,00,000 and Quizz Merchandising Company Pvt. Ltd., 4,25,50,000). The Company is also having short term loan and Advances of Rs.9,89,96,000/-. Hence the request to restore the Company, otherwise the Members shall suffer irreparable loss and hardship. It has been clarified that identical relief has not been claimed elsewhere.

3. The ROC has filed its counter affidavit on 21.11.2024 stating that the notice in Form STK -1/STK-5 was issued to the Company by the ROC in the belief that the Company was not carrying out any business, or operations for two immediately preceding financial years nor has filed application under Section 455 of the Companies Act, 2013 and that the Respondent intended t