Back
2026 Supreme(Online)(NCLT) 1706
NATIONAL COMPANY LAW TRIBUNAL
Ashish Kaliya, Judicial Member, Sanjiv Dutt, Technical Member
AES Engineering Company Private Limited – Appellant
Versus
Registrar of Companies, Mumbai – Respondent
Company Appeal No.41/2025
For the Appellant: PCS Ashish O. Lalpuria
For the ROC/Respondent: Pranavkumar Agja, Asstt. RoC
Restoration of struck-off non-operational company allowed under just and equitable clause due to asset ownership and revival intent, despite 16-year wilful defaults, with heavy costs and mandatory compliances imposed.
Headnote:(A) Companies Act, 2013 - Sections 252(3), 248(1), 248(5), 248(6), 92, 137, 164(2)(a), 441, 454 - Company strike-off and restoration - Application for restoration of struck-off company’s name filed beyond 3 years but within 20 years - Tribunal treated as application under Section 252(3) - RoC’s strike-off upheld as lawful due to prolonged non-filing of returns and nil operations, with no objections to STK-5 notice - Restoration allowed under ‘just and equitable’ clause despite wilful defaults over 16 years, suppression of material facts and nil liabilities, as company owned immovable property and applicants showed intent to revive and comply - Heavy costs of Rs.5,00,000/- imposed for negligence; mandatory filing of pending returns within 30 days, payment of fees/fines, and compounding of offences directed. RoC to restore name post-compliance; directors’ disqualification not automatically lifted. (Paras 4.1 to 4.13)
(B) Company strike-off - Procedural compliance - RoC must satisfy Section 248(6) on realization of dues before strike-off, but not applicable where provisional statements show nil liabilities/assets barring fixed assets - Applicants’ failure to respond to STK-5 or regularize defaults over 16 years held deliberate, not inadvertent. (Paras 4.3 to 4.7)
Facts of the case:
Private company incorporated in 1985, ceased active operations post F.Y.1999-2000 with nil revenue, defaulted on filing annual returns/financial statements from F.Y.2000-2016. Struck off by RoC in 2017 after STK-5 notice without objections. Shareholders applied for restoration citing ownership of immovable property (300 sq.ft. flat/office with parking) for revival, submitted provisional statements (no audited ones), admitted no operations but promised compliance.
Findings of Court:
RoC’s action lawful; company non-operational with wilful defaults and suppressed facts (e.g., asset disposals). Restoration just due to property ownership and revival intent, subject to strict compliances and costs.
Issues: (i) Legality of RoC’s strike-off; (ii) Whether applicants made out case for restoration under Section 252(3) despite non-operation.
Ratio Decidendi: Restoration possible under just and equitable ground even for inoperative companies with assets if bona fide revival intent shown, but heavy onus on clean hands; prolonged deliberate non-compliance warrants exemplary costs and mandatory regularization. RoC strike-off valid absent objections and persistent defaults.
Result: Application allowed; name restored subject to filing all pendings within 30 days, costs of Rs.5,00,000/-, compounding offences.
| Table of Content |
|---|
| 1. background of strike-off under section 248 (Para 1 , 2 , 3) |
| 2. company incorporation and business history (Para 4 , 5 , 6) |
ORDER
[PER: SANJIV DUTT, MEMBER (TECHNICAL)]
1. BACKGROUND
1.1 This Application was filed on 17.05.2025 under Section 252(3) of the Companies Act, 2013 (hereinafter referred to as “the Act”) by Mr. Laju Radhakrishnani, Mrs. M. L. Bhatia and Mr. Aloke Totlani, Shareholders (hereinafter referred to as “the Applicants”) of AES Engineering Company Private Limited (hereinafter referred to as “the Company”) against order of the Registrar of Companies, Mumbai (hereinafter referred to as “the Respondent/RoC”) dated 10.07.2017 striking off the name of the Company from the Register of Companies and dissolving the Company.
1.2 Notice under Section 248(1) of the Act proposing strike-off of its name from the Register of Companies was issued to the Company, among others, as the Respondent/RoC had reasonable cause to believe that the Company had failed to commence its business within one year of its incorporation or that it had not been carrying on any business or operation for a period of two immediately preceding financial years and had not made any application within such period for obtaining the status of a dormant company under Section 455 of the Act. The said Public Notice in Form No.STK-5 was published on 28.04.2017 inter alia stating that any person objecting to the proposed striking off of name of the Company from the Register of Companies might send his/her objection to the Respondent/RoC within 30 days from the publication of said notice.
1.3 As no objection against the proposed striking off of its name from the Register of Companies was at all received by the Respondent/RoC, the name of the Company was struck off from the Register of Companies and the dissolution order under Section 248(5) was published vide Form No.STK-7 dated 10.07.2017. The present Application has been filed by the Applicants praying for restoration of name of the Company on the Register of Companies maintained by the Respondent/RoC.
2. AVERMENTS OF APPLICANTS
2.1 The Company was incorporated on 18.03.1985 under the provisions of the Companies Act, 1956 and was having its registered office in Mumbai within the jurisdiction of this Tribunal. The Company was incorporated with the objective of engaging in the business of electrical engineering, general contracts, constructions, erections, installations including the making of surveys and reports thereon and preparing designs, making estimates, preparing valuations and economic studies and enabling clients to consider the feasibility and execution of all types of works in India and any part of the world.
2.2 The Company was managed by its Directors, namely Mr. Laju Udhavdas Radhakrishnani (DIN:07224243) and Mr. Ashok Tolaram Totlani (DIN: 00244900).
2.3 The authorized, issued, subscribed and paid-up share capital of the Company is as follows:
2.4 The shareholding pattern of the Company is as follows:-
2.5 The Applicants submit that they carried on the business of the company for a few years. However, over time, the Company could not cope with technological developments and lacked the technical capability to effectively compete in the market. Consequently, business operations slowed down and the Company carried out minimal operations. Its income was limited to dividend, interest on debentures, premium on redemption of preference shares, profit on sale of investments, interest on unclaimed dividend and UTI income.
2.6 The Company was thus unable to meet its financial and regulatory obligations, resulting in its name being struck off by the Registrar of Companies. The Respondent issued a public notice in Form No.STK-5 under Section 248(1) bearing Reference Notice No.ROC/STK/R1 dated 28.04.2017 stating that the company had neither commenced any business within one year of its incorporation nor made any application within such period for obtaining the status of a Dormant Company under Section
