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2026 Supreme(Online)(NCLT) 810
NATIONAL COMPANY LAW TRIBUNAL
Rajeev Bhardwaj, Judicial Member, Sanjay Puri, Technical Member
Dilip Kumar Agarwal – Appellant
Versus
Registrar of Companies, Telangana – Respondent
Company Appeal/42/252/HDB/2025|CA No. 42/252/HDB/2025
For the Appellants/Petitioners: Mr. Venkat Sai, Ld. Counsel
For the Respondents: Mr. M. Vasantha Kumar, ARoC from the RoC office
Registrar cannot strike off company under Section 248 if oppression and mismanagement proceedings pending before Tribunal, per Rule 3 Proviso (vi), as it frustrates adjudication and interferes with Tribunal jurisdiction.
Headnote:(A) Companies Act, 2013 - Sections 252(3), 248(1)(c), 248(2), 241, 242 - Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 - Rule 3 Proviso (vi) - Restoration of struck-off company - Company struck off for non-operation over two financial years - Shareholder filed appeal seeking restoration as oppression and mismanagement petition under Sections 241-242 was pending before Tribunal at time of strike-off - Registrar not arrayed in prior petition - Held: Registrar shall not remove name of company where proceedings pending before Tribunal (Rule 3 Proviso vi); striking off during pendency frustrates Tribunal's jurisdiction and renders proceedings infructuous - Restoration ordered with directions for compliance of statutory filings, fees, and cost. (Paras 18, 29-32)
(B) Company Restoration - Aggrieved person - Shareholder and former director qualifies under Section 252(3) to seek restoration within 20 years from Gazette notice - Tribunal may restore if company was operating or justice demands, placing parties in pre-strike-off position. (Paras 27, 32)
Facts of the case:
Shareholder and former director of private company appealed against Registrar's strike-off order under Section 248(1)(c) due to no business for two preceding years and non-filing of returns. Prior petition alleging oppression and mismanagement by company managers was pending before Tribunal when notices issued and strike-off effected. Managers failed to respond to strike-off notices despite control of company.
Findings of Court:
Action of Registrar unsustainable as it violated Rule 3 Proviso (vi); pending Tribunal proceedings on company affairs bar strike-off to avoid interfering with adjudicatory process. Restoration directed with all consequential steps including status change to active, DIN activation, bank intimation, statutory filings within 30 days, payment of fees/cost of Rs.3.5 lakhs, and Gazette publication.
Issues: Whether Registrar can strike off company during pendency of oppression and mismanagement proceedings before Tribunal; whether shareholder qualifies as aggrieved person for restoration under Section 252(3).
Ratio Decidendi: Proviso (vi) to Rule 3 prohibits Registrar from striking off company with pending proceedings before court/Tribunal; such action frustrates judicial process and usurps Tribunal jurisdiction - supported by precedent that litigation pendency bars strike-off.
Result: Appeal allowed; company name ordered restored to Register.
| Table of Content |
|---|
| 1. appeal details and company incorporation facts. (Para 1 , 2 , 3 , 4 , 5) |
| 2. appellant's funding and fiduciary breaches by managers. (Para 6 , 7 , 8 , 9 , 10) |
| 3. pending oppression and mismanagement petition grounds. (Para 11 , 12 , 13) |
| 4. strike-off during pending tribunal proceedings prohibited. (Para 14 , 15 , 16 , 17 , 18 , 19) |
| 5. appellant qualifies as aggrieved person. (Para 20 , 21 , 22 , 23 , 24) |
| 6. roc report defends strike-off procedure. (Para 25) |
| 7. section 252(3) eligibility and core issue identified. (Para 26 , 27 , 28) |
| 8. strike-off frustrates pending judicial proceedings. (Para 29 , 30 , 31 , 32) |
| 9. company restoration ordered with compliance directions. (Para 33) |
ORDER
1. The instant Company Appeal CA No. 42/252/HDB/2025 is filed by Dilip Kumar Agarwal , Shareholder and former director of M/s Tayal Builders Private Limited (Company/ 2nd Respondent), under Section 252 of the Companies Act, 2013, inter alia, seeking to set aside t he proceedings of the Registrar of Companies (RoC/1st Respondent) striking off the name of Company, vide No.ROC-Hyd/STK-07/Co.Nos.2675/2022 dated 29.03.2022. The appellant seeks the following Reliefs/Interim Reliefs:
a. To direct the Respondent to restore the name of M/s. Tayal Builders Private Limited in register of Companies under Section 252(3) of the Companies Act, 2013.
b. To direct the Appellant to deliver a copy of the order of this National Company Law Tribunal within t hirty days from the date of receipt of the order as required under rule 87A (3)(a).
c. To d irect the Respondent to publish the order of this National Company Law Tribunal in the official Gazette as required under rule 87A (3)(b).
d. Any other consequential, incidental or other order(s) as this Tribunal may deem fit.
Application
2. The Appellant submits that the Company was incorporated1, Page 20-41 of the Appeal on 20.11.2002 under the provisions of the Companies Act, 1956, having its registered office at 15-08-296/113, 15th Floor, Durga Complex, Goshamahal, Hyderabad – 500012. The main objects of the Company are to carry on the business of developers, builders and contractors, and for that purpose to purchase, sell, develop, lease, acquire, or otherwise deal in lands, buildings, factories, and to develop and construct townships, commercial, agricultural, industrial properties, farm houses, and commercial complexes.
3. The authorised share capital of the Company is Rs.10,00,000/- divided i nto 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
4. The Appellant states that pursuant to Public Notice 2, Page 42-45 of the Appeal No. RoC-Hyd/STK-07/Co.Nos.2675/2022 issued in Form STK-7 dated 29.03.2022 by the Ministry of Corporate Affairs, at the instance of the Respondent Registrar of Companies, the name of the Company was struck o ff from the Register of Companies along with 2675 other companies on the grounds stated therein. Being aggrieved by the said action, the present application has been filed.
5. This Appeal is filed by Dilip Kumar Agarwal, Shareholder and former director of Company holding 3300 Equity Shares of Rs.10/- Face value. Mr. Dilip Kumar Agarwal is represented by his General Power of Attorney 3, Page 17-19 of the Appeal Holder Mr. Prem Kumar Sanghi, who is a resident of Flat No. 301, Ihsan Surabhi Arcade, Skyline Theatre lane, Basheerbagh, 500029.
6. It is submitted that the Appellant is a successful businessman settled in the United States of America. With an intention to foray into the real estate business in India, the Appellant funded the Company as well as its sister concern, namely Jeethendra Apartments Private Limited. S ince the legal position at the relevant time regarding shareholding by PIOs/NRIs in Indian companies was unclear, the shares of the Company were allotted in the names of certain family members of the Appellant, including one Mrs. Santosh Bai Gupta, who is t
