Case Overview

This Company Petition (No. CP/20(MP)/2026) was filed under Section 252(3) of the Companies Act, 2013 by Mr. Baldev Thakur and Mrs. Laxmi Thakur, shareholders and directors of Bindra Builders and Contractors Private Limited (CIN: U45203MP1998PTC013140). The applicants sought to restore the company's name to the Register of Companies maintained by the Registrar of Companies (ROC), Gwalior, after it was struck off and dissolved effective 10 March 2017. The strike-off action was initiated via Form STK-5 notice on 10 March 2017 and finalized via Form STK-7 order on 9 June 2017 due to the company's failure to file financial statements and annual returns for FY 2015 and FY 2016, constituting a default under Section 248(5) of the Act.

The principal ground for revival was the existence of an active civil litigation and a resultant decree in the company's favor. The company had entered a development agreement in 2000 and subsequently filed Civil Suit No. 14A/2012 on 7 May 2004 for recovery of Rs. 90,28,945. After an eight-year trial, the 8th Additional District Judge, Gwalior, passed a decree on 31 March 2022, awarding the company Rs. 49,35,551 with 6% annual interest from 7 May 2004. The judgment debtor, Mr. Ranjan Pathak, filed First Appeal No. 1020/2022 on 21 June 2022 challenging this decree. In this appeal, an Interlocutory Application (No. 2397/2026) was filed on 12 March 2026, asserting that the company lacked legal existence due to the strike-off, which prompted the current restoration application.

The applicants argued that pursuing litigation to recover business dues constitutes 'carrying on business or operation' as per settled legal principle. They also highlighted the company's substantial assets per its last filed balance sheet (FY 2008-09), which included work-in-progress valued at Rs. 52.99 lakh (Nadigate Flat: Rs. 25.09 lakh; Hariganga Apartment: Rs. 27.90 lakh) and trade debtors of Rs. 9.42 lakh. The failure to file returns was claimed to be inadvertent and not mala fide. The applicants undertook to file all pending statutory documents and pay requisite fees and taxes upon restoration.

The ROC, Gwalior, filed a report dated 11 June 2026, stating the petition may be decided on merit subject to the company filing all overdue statutory documents (annual returns and balance sheets) since 2010. The ROC also requested directions for the applicant to publish the NCLT order in newspapers and deposit the cost for its publication in the Official Gazette. The applicant, in a rejoinder affidavit dated 17 June 2026, sought a waiver of the newspaper publication requirement due to cost burdens, offered to publish a notice of revival instead, and agreed to pay the Official Gazette cost. They also committed to completing all pending filings within 120 days (instead of the ROC's suggested 60) from the order date and confirmed no management disputes existed. The Income Tax Department, represented by an advocate, confirmed no outstanding dues were pending against the company and raised no objection to the restoration.

The Tribunal, comprising Hon'ble Shri Brajendra Mani Tripathi (Member-Judicial) and Hon'ble Shri Man Mohan Gupta (Member-Technical), observed that the petition was filed within the 20-year limitation period prescribed under Section 252(3). It found the applicant's explanation for non-filing prima facie acceptable and noted the absence of evidence for mala fide conduct or asset disposition post strike-off. Relying on NCLAT precedents (Hemang Phophalia v. Greater Bombay Cooperative Bank Ltd. and Jagjit Singh Suri v. ROC), the Tribunal held that active litigation for recovery of business dues and the existence of substantial assets are valid grounds for restoration, constituting 'carrying on business or operation'.

Final Outcome

The Tribunal allowed the petition and ordered the restoration of the company's name to the ROC register, effective as if it had never been struck off. The restoration is subject to specific conditions:

1. Payment of a cost of Rs. 1,00,000 (One Lakh) to the Consolidated Fund of India via Bharat Kosh, with proof submitted to the ROC within 15 days.

2. Filing a copy of the order with the ROC within 30 days.

3. Filing all pending statutory documents with prescribed fees/fines within 60 days of the name being restored and submitting a compliance report to the Tribunal and ROC.

4. Publishing a summary of the order in one widely circulated English and one Hindi newspaper at the company's expense within 30 days and filing proof with the ROC.

5. Depositing the cost for publication of the order in the Official Gazette with the Pay & Accounts Officer, Mumbai, within 30 days and submitting proof to the ROC.

The order clarifies that it does not preclude the ROC from taking action for any other violations committed by the company prior to or during the strike-off.

Topics: Company Restoration, NCLT Order, Statutory Compliance