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2026 Supreme(Online)(NCLT) 2651
NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH
Prabhat Kumar, Technical Member, Sushil Mahadeorao Kochey, Judicial Member
Shalini Madadi Reddy (Shareholder of Eden Holding Private Limited) – Appellant
Versus
Registrar of Companies Mumbai – Respondent
APPEAL/34(MB)2026
For the Appellants/Petitioners:
For the Respondents: V. Madhumitha
Restoration of a company's name under Section 252(3) of the Companies Act, 2013 is permissible if the company holds assets or interests that need to be secured, as this constitutes 'just' cause, overriding the doctrine of Bona Vacantia when a rightful owner exists.
Headnote:(A) Company Restoration - Section 252(3) of Companies Act, 2013 - Just cause for restoration - The existence of indirect interest in immovable properties and cash in hand constitutes sufficient ground for restoration, even if the company is not actively carrying on business. (Para 10)
(B) Doctrine of Bona Vacantia - Application to Dissolved Companies - The doctrine of Bona Vacantia and Escheat does not apply where there is a rightful owner/shareholder seeking restoration to secure the company's assets. (Para 10)
Issues: Whether the name of the company should be restored to the register of companies despite a lack of active business operations but the presence of assets.
| Table of Content |
|---|
| 1. request for company restoration based on asset ownership and promise of statutory compliance. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8) |
| 2. opposition to restoration based on sustained non-compliance and lack of active business operations. (Para 9) |
| 3. assets justify restoration over the doctrine of bona vacantia when rightful owners exist. (Para 10) |
| 4. restoration granted subject to payment of costs and filing of pending statutory returns. (Para 11 , 12) |
APPEAL/34(MB)2026
1. V. Madhumitha for the AROC is present.
2. The present Company Appeal was filed by Shalini Madadi Reddy (Shareholder of Eden Holdings Private Limited) under Section 252 (3) of the Companies Act, 2013 praying for restoration of name of the Company in the register of Companies maintained by Registrar of Companies, Mumbai
3. It is submitted that the Registrar of Companies, Mumbai had struck off the name of the Company from the Register of Companies maintained by him initiated the process under Section 248(5) of the Companies Act, 2013 through Public Notice in STK-5 dt. 07.09.2019
4. It is submitted that the Authorized Share Capital of the company is Rs. 5,00,000/- divided into one class of 50,000 Equity Shares of Rs. 10/- and Issue 85 Paid-up share Capital of the Company is Rs. 1,00,000/- divided into one class of 10,000 Equity Shares of Rs. 10/- each.
5. The Appellant has enclosed the unaudited financial statements for the year ended 31.3.2023, 31.3.2024 and 31.3.2025, which shows that the company has investment in equity shares amounting to Rs. 67,000/- and cash in hand amounting to Rs. 1,20,997/- and a liability in form of provisions amounting to Rs. 98,864/-.
6. It is submitted that, in the event of revival of the Company and restoration of the name of the Company in the Register maintained by the Respondent, the Appellant Company shall file all outstanding statutory documents i.e. the financial statement for all the previous year’s along with the filing fees and the additional fee, as applicable.
7. It is further submitted that unless the present Appeal is allowed and the name of the company is not restored on the Register of Company maintained by the Registrar of Companies, the Appellant as well as its members shall suffer irreparable loss and hardship and will be highly prejudiced.
8. Hence, the present Company Appeal for restoration of name of the Company in the register of Companies maintained by the Registrar of Companies.
9. The RoC has filed their comments vide report dated 28.04.2026 stating as follows:
5. The only explanation given by the Company is that the non- compliance was done purely due to overside and with no malafide intention. However, such an explanation may be plausible in isolated or short-term instances. This sustained non-compliance suggests not only merely oversight but points towards a pattern of lack of due diligence on the part of the directors. While inadvertence may have played a role, the extended duration of the default indicates a degree of negligence that cannot be overlooked.
6. Without prejudice to the aforesaid, it is humbly submitted that the name of the Applicant Company was struck off by the Registrar of Companies (ROC), pursuant to the provisions of Section 248(1) of the Companies Act, 2013 on account of not carrying out any business or operation for a period of two immediately preceding financial years and failing to obtain the status of dormant company under Section 455 of the Act. Upon perusal of the MCA database, it is noted that the Company has failed to file its Financial Statements and Annual Return since the financial year 2015-16.
7. It is submitted that the Respondent issued a Public Notice STK-5 with Public Notice No. ROC/STK-5/NOTICE/DRIVE-3/2019 dated 28.08.2019, proposing strike-off and inviting objections. Upon receiving no response or objection from the Appellant Company, the company was officially struck-off vide Public Notice No. ROC- MUM/section 248/4322/STK-7/25, dated 08.11.201
