Arun Dagaria Vs Registrar of Companies Gwalior (NCLT Indore)
The National Company Law Tribunal (NCLT), Indore Bench, allowed an appeal under Section 252(3) of the Companies Act, 2013 and directed restoration of the name of M/s. Space City Homes Private Limited in the Register of Companies maintained by the Registrar of Companies (ROC), Gwalior. The Tribunal held that there is no minimum shareholding requirement for a member to seek restoration of a struck-off company, as the right conferred under Section 252(3) is an individual statutory right.
The appellant, a registered shareholder holding 0.1% of the company’s paid-up equity share capital, challenged the company’s strike-off. The company had been struck off on 12 April 2022 for failure to file annual returns and financial statements from the financial year 2018-19 onwards. The appellant contended that the company was a going concern carrying on business, with trade payables, inventories, revenue from operations, employee benefit expenses, and ownership of immovable property. It was further submitted that the company intended to resume compliance by filing all pending statutory returns upon restoration.
The ROC acknowledged that the restoration application had been filed within the 20-year limitation period prescribed under Section 252(3) and stated that the matter could be decided on merits subject to filing the pending statutory documents after restoration. The applicant filed undertakings to comply with the ROC’s requirements, including publication of the restoration order, payment of publication costs, filing of overdue returns, confirmation that no assets had been acquired or disposed of after strike-off, and confirmation that no management or title disputes existed.
