Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2026 Supreme(Online)(NCLT) 53

NATIONAL COMPANY LAW TRIBUNAL
Mohan Prasad Tiwari, Member (Judicial), Charanjeet Singh Gulati, Member (Technical)
Deepak Ashutosh Bharadwaj – Appellant
Versus
Registrar of Companies, Mumbai – Respondent
APPEAL/54(MB)2025

Advocates:
For the Appellants/Petitioners: CS Vijay Tiwari (PH)
For the Respondents: Ms. Apoorva (AROC)(VC), MNL. Jyotsna, AROC, Mumbai (VC)

Restoration under Section 252(3) denied where audited financials show nil revenue, conditional lease unfulfilled, and no proof of business operations at strike-off, failing both 'carrying on business' and 'otherwise just' tests.

Headnote:(A) Companies Act, 2013 - Sections 92, 137, 248(1)(c), 248(5), 250, 252(3), 455 - Restoration of struck-off company - Company struck off for non-filing of financial statements and annual returns for two preceding financial years and no business operations - Appeal under Section 252(3) dismissed - Mere preparation of audited balance sheets showing nil revenue from operations does not prove company was carrying on business or in operation - Conditional lease agreement requiring construction completion within specified time, with no evidence of compliance or actual business activity - No substantial assets or operations demonstrated - 'Otherwise it is just' limb not satisfied absent proof of ongoing business or justice requiring restoration - Due process followed by issuance of STK-5 and STK-7 notices without response. (Paras 15-25)

(B) Company Restoration - Evidentiary requirements - Audited financials with nil revenue, income tax returns showing nil income, and unfulfilled conditional lease insufficient to establish operational status at strike-off - Mere procedural compliance like balance sheet preparation indicates no intention of business activity. (Paras 20, 24)

Facts of the case:
Shareholders and directors of private limited company appealed against strike-off by Registrar for failure to file financial statements after FY 2013-14, claiming inadvertent non-filing despite prepared accounts, active bank account, tax returns, and lease for land development. Respondent justified action under Section 248 for no business in two preceding years, noting nil revenue and conditional lease non-compliance.

Findings of Court:
Company not carrying on business or operations at strike-off; financial statements reflect nil revenue; lease conditions unfulfilled; no evidence of construction or activity; restoration not just.

Issues: Whether company was carrying on business or in operation at strike-off time; whether restoration otherwise just under Section 252(3).

Ratio Decidendi: Tribunal must be satisfied under Section 252(3) that company was operational or justice demands restoration; nil revenue despite prepared accounts, unproven lease compliance, and ignored strike-off notices fail both tests; distinguishes cases with substantial assets/income.

Result: Company Appeal dismissed.

Table of Content
1. company incorporation, business objects, and strike-off background (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 9 , 12)
2. appellants' claim of operational status and restoration undertaking (Para 8 , 10 , 11 , 13)
3. roc justifies strike-off due to non-filing and no operations (Para 14)
4. roc followed due procedure; company failed statutory filings (Para 15 , 16 , 17)
5. section 252(3) criteria for restoration: operations or justice (Para 18 , 19)
6. nil revenue disproves operations; distinguishable precedents (Para 20 , 24)
7. conditional lease unfulfilled; no substantial assets (Para 21 , 22 , 23)
8. appeal dismissed; no grounds for restoration (Para 25)

ORDER

1. The present Company Appeal has been filed under section 252(3) of the Companies Act, 2013 by Mr. Deepak Ashutosh Bhardwaj and Suhani Deepak Bhardwaj, Shareholders and Directors of Radiant Inn Private Limited, seeking restoration of the Company’s name in the Register of Companies maintained by ROC, Mumbai which had been struck off by the RoC vide STK-5 notice dated 19.07.2018 and STK-7 Notice no. ROC-MUM/SECTION248/2ND Drive/STK-7/752412.09.2018.

Brief Facts

2. Radiant Inn Private Limited (hereinafter referred to as the “Company”) earlier named as Chaitanya Institute of Medical Science Pvt. Ltd. was incorporated on 28.02.2008 bearing CIN: U55101MH2008PTC179562 and having registered office at Plot No. 126, Flat No. 101, First Floor, Prajakta Pinnacle, Telecom Nagar, Nagpur-440022, Maharashtra, India.

3. The Authorized Share Capital of the Company is Rs. 1,00,000/- (Rupees One Lakhs only) divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rupees Ten only) each and the Paid-Up Share Capital of the Company is Rs. 1,00,000/- (Rupees One Lakhs only) divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rupees Ten only).

4. The Appellant Company has its registered office within local limits from Harde House, Resham Baug, Near RSS Headquarters, Nagpur–440009 to Plot No. 126, Flat No. 101, First Floor, Prajakta Pinnacle, Telecom Nagar, Nagpur–440022, with effect from 02.02.2015.

5. As per the Memorandum of Association, the Company can carry on Business as Hoteliers, Hotel Managers and Operators, Caterers, Refreshment Room and Lodging House Keepers, providing Lawn/Hall for Marriages and Parties and also purchase, erect, acquire, equip, operate, manage or deal in Hotels, Lodging Houses of every kind including all the conveniences, amenities, and facilities adjunct thereto, in India or in other part of the world.

6. The Company executed an Agreement to Lease with the Maharashtra Industrial Development Corporation (MIDC) for development of Plot No. P-77, admeasuring 4,000 sq. mtrs., in the Butibori Industrial Area within the village limits of Rengapur, Nagpur. However, due to non-filing of annual financial statements and annual returns for the preceding Two Financial Years viz. for the period ended 31st March, 2015 and 31st March, 2016 with the Registrar of Companies, Mumbai, the Respondent took the action of striking off its name.

7. The company has Annexed Audited Balance Sheet, Statement of Profit and loss and schedules thereto, details of which are extracted in the table below:

8. It is submitted that for the FY 2014-2015, FY 2015-2016, FY 2016-2017, FY 2017-18, FY 2018-19, FY 2019-20, FY 2020-21 FY 2021-22, FY 2022-23, and FY 2023-24 were duly prepared in time, approved by the Board, and adopted in the respective Annual General Meetings by the members of the Company. However, the same could not be filed with the Registrar of Companies, Mumbai inadvertently and the delay in filing is unintentional.

9. M/s Radiant Inn Private Limited acquired, as lessee from MIDC, Plot No. P-77 admeasuring 4,000 sq. mtrs. in the Butibori Industrial Area within the village limits of Rengapur, Nagpur, for development and that the Company has active Bank Account no. 1472002100027240 at Punjab National Bank, Nagpur, Khamla Branch, Maharashtra, India. Further, the Company has duly filed

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2026 Supreme(Online)(NCLT) 53

NATIONAL COMPANY LAW TRIBUNALMohan Prasad Tiwari, Member (Judicial), Charanjeet Singh Gulati, Member (Technical)Deepak Ashutosh Bharadwaj – AppellantVersusRegistrar of Companies, Mumbai – RespondentAPPEAL/54(MB)2025

Restoration under Section 252(3) denied where audited financials show nil revenue, conditional lease unfulfilled, and no proof of business operations at strike-off, failing both 'carrying on business' and 'otherwise just' tests.

NATIONAL COMPANY LAW TRIBUNAL
Mohan Prasad Tiwari, Member (Judicial), Charanjeet Singh Gulati, Member (Technical)
Deepak Ashutosh Bharadwaj – Appellant
Versus
Registrar of Companies, Mumbai – Respondent
APPEAL/54(MB)2025