Restoration of a struck-off company under Section 252(3) of the Companies Act, 2013, requires credible, verifiable evidence of business operations at the time of strike-off; mere intent or unsupported assertions of activity are insufficient to establish that restoration is 'just'.

APPEAL/40(MB)2025- The above Appeal is listed for pronouncement of order. The same is pronounced in open Court, vide a separate order.

1. The present appeal is filed by Mr. Rachit Deviprasad Tiwari, Director of M/s RTI Security Force Private Limited (hereinafter "the Appellant"), under Section 252(3) of the Companies Act, 2013, (‘the Act’) read with Rule 87A of the National Company Law Tribunal Rules, 2016, seeking restoration of the name of the Appellant Company in the Register of Companies maintained by the Registrar of Companies, Mumbai, Maharashtra (hereinafter "the Respondent"/”ROC”). The name of the Appellant Company was struck off from the Register of Companies on 07.12.2022 vide public notice in Form STK-7, on the ground that the subscribers to the memorandum had not paid the subscription as undertaken at the time of incorporation and a declaration to this effect had not been filed within 180 days of incorporation under Section 10A(1) of the Act.

SUBMISSIONS OF THE APPELLANT

2. The Appellant Company is a private limited company, incorporated on 17.11.2020 under the provisions of the Companies Act, 2013, with CIN: U93000MH2020PTC350229. Its registered office is situated at A/20, Shri Krishna Housing Society, Sunder Baug, Kamani, Kurla, Opp. Phoenix Mall, Mumbai City, Kurla, Maharashtra – 400070, falling within the territorial jurisdiction of this Tribunal. The authorised and paid-up share capital of the Company is Rs. 10,00,000, divided into 1,00,000 equity shares of Rs. 10 each. Mr. Rachit Deviprasad Tiwari and Ms. Shiwangi Mishra were named as directors. The objects of the Appellant Company, as set out in its Memorandum of Association (“MOA”), include providing security services, body guards, national-level guarding services, electronic security surveillance, and skill development training programmes in the security sector.

3. It is submitted that the Company obtained GST registration on 19.07.2021, with the date of liability recorded as 13.07.2021. It is stated by the Appellant that the Company has been non-compliant with its statutory obligations to file financial statements and annual returns under Sections 92 and 137 of the Companies Act, 2013, for the period from 13.07.2021 to date. Appellant further states that the Company had zero revenue from operations during this period. The Appellant, however, submits that the non-filing of returns was inadvertent and not wilful.

4. The Appellant claims that the Respondent issued a public notice in Form STK-5 dated 13.09.2022 under Section 248(1) of the Act, proposing to strike off the name of the Appellant Company, and subsequently struck off the Company's name on 07.12.2022 through Form STK-7. The Appellant contends that this was done without any intimation to the Company or its directors.

5. The Appellant submits that his mother, Smt. Sujata Deviprasad Tiwari, passed away on 23.12.2022, which caused him to suffer from depression. In support, a death certificate dated 28.12.2022 and a medical certificate dated 01.10.2024 issued by Dr. B.R. Agrawal, M.D. (Psychiatrist), certifying depression from 05.01.2023 to 30.09.2024 and advising rest at home, have been placed on record. It is submitted that the non-filing of returns occurred on account of this medical condition and the absence of professional guidance.

6. It is further submitted that the Company holds a PSARA licence (Private Security Agencies Regulation Act, 2005) obtained in 2023, valid until 2028; that it owns immovable property in the name of the Company; and that it was operational, having raised an invoice dated 10.09.2022 upon M/s Shiv Shankar Towers for Rs. 23,000 towards security services. An Axis Bank current account statement for the period 01.08.2024 to 19.12.2024 has also been placed on record.

7. The Appellant submits that the striking-off has adversely impacted the Company's ability to carry on business and that the Company is willing and ready to file all pending statutory returns and pay the requisite