Restoration of a struck-off company requires proof of ongoing legal liabilities and procedures; absence of contract negates claims.

ORDER

Per: RADHAKRISHNA SREEPADA, MEMBER (Technical)

1. The present Petition is filed on 18.01.2022 by Mr. Arvind Pani (hereinafter referred as “Petitioner”) under Section 252 of the Companies Act, 2013 read with Rule 11 of the National Company law Tribunal Rules, 2016 against Smartbetaplus Analytics Private Limited and 4 others seeking following reliefs:

a) Restore the name of the Company in the Register of the Companies as maintained by Respondent No. 2 as if the name of the Respondent No. 1 company has not been struck off with resultant and consequential changes such as changing the status of the Respondent No. 1 company from "Struck off’ to "Active"; so as to enable the Petitioner to continue its pending litigation and seek appropriate remedy

b) Direct the Respondent No.1 company to file its annual returns and make all compliance under Companies Act, 2013 ;

c) Direct the Respondent No.1 Company not to alienate or dispose of its assets until all debts owned by the Respondent No1. Company are paid.

d) Any other order as the Tribunal deems fit and proper.

2. Submissions of the Petitioner Facts of the case mentioned by the petitioner in this application are:

a. Respondent No. 1 was a company incorporated on 20^th November 2018 by four individuals - Shyamalendu Mohapatra, Surya Kant Brahma, Jayashree Patnaik and Sasmita Brahma. Respondent No. 1 was involved in the business of providing services pertaining to financial market data analysis and investment advisory services to its customers.

b. The Petitioner was also a customer of the Respondent No. 1 Company and had availed investment advisory services from the company. Due to deficiency in providing services by Respondent No. 1, the Petitioner claims to have incurred losses of INR 80,00,000. The Petitioner filed a complaint before the State Consumer Disputes Redressal Commission seeking compensation. However, the Petitioner recently found out that the Respondent No. 1 Company has been struck off by Respondent No. 2 despite pending litigations against the company.

c. On 03^rd August 2019, Respondent No. 1’s representative and founder Mr. Shyamalendu Mohapatra, had sent an email to the Petitioner with a presentation detailing the business plan of the Respondent No. 1 Company. Respondent No. 1 represented to the Petitioner that the company was engaged in the business of providing investment advice on the stock market to its customers. Respondent No. 1 represented to the Petitioner that it had an innovative product by the name of "Stable” which could create maximum profit from the derivatives stock market. Respondent No. 1 also shared a business presentation for the same with the Petitioner

d. Mr. Shyamalendu Mohapatra represented to the Petitioner that Respondent No. 1’s services as an Investment Advisor would help the Petitioner make consistent profits. Pertinently, Mr. Shyamalendu Mohapatra had given the Petitioner assurance that if the Petitioner avails the services of Respondent No. 1, he will only make profits in his trading account and if at all Respondent No. 1 incurs losses, it will only be up to 2%. In other words, Respondent No. 1 guaranteed to the Petitioner a maximum loss of 2% if he availed its service.

e. On 21^st September 2019, on the advice and insistence of Respondent No. 1, the Petitioner opened a Demat stock trading account on www.zerodha.com. Once the trading account was activated, the Petitioner was asked to share his login credentials for the trading account. Once the Zerodha trading account was set up, the Respondent No. 1’s representative, Mr. Shyamalendu Mohapatra asked the Petitioner to transfer sums of money regularly into the Zerodha trading account of the Petitioner. Once the money was transferred int