Authority: National Company Law Tribunal (NCLT), Indore Bench, Court No. 1

Order Date: 09 June 2026

Case Overview

This petition was filed under Section 252(3) of the Companies Act, 2013 by Shri Arun Dixit, a director and 99.52% shareholder of M/s. Emperor Granites Pvt Ltd (CIN: U14101MP1993PTC007974), seeking restoration of the company's name to the Register of Companies. The company was incorporated on 19 November 1993 with an authorized capital of ₹1 crore and paid-up capital of ₹4.24 lakh. Its principal object was to manufacture and deal in granite products, slabs, tiles, and other mineral-based products.

The Registrar of Companies (RoC), Gwalior, struck off the company's name on 26 May 2017 and dissolved it due to default in filing statutory returns. The last filings were the Annual Return up to 30 September 2013 and Balance Sheet as at 31 March 2013. The RoC had issued a public notice in Form STK-5 on 10 March 2017 under Section 248(1)(c), and after receiving no response, issued Form STK-7 on 14 June 2017. The strike-off was notified in the Official Gazette on 12 August 2017.

The petitioner argued that the failure to file returns was due to financial constraints and inadvertent oversight by the directors, not a voluntary decision to close business. The company holds an industrial land plot in Gwalior (approx. 22,000 sq. ft.) allotted by Industrial Infrastructure Development Corporation and intended to set up a manufacturing unit. Financial statements for FY2017-18, FY2018-19, and FY2024-25 showed no revenue but disclosed assets including a tangible fixed asset (plot) with a gross block of ₹24,20,959 and long-term loans/advances (Capital Work in Progress) of ₹36,29,227. Total assets/liabilities stood at ₹60,50,186 across all periods.

The RoC, in its report dated 08 December 2025, confirmed the petition was within the 20-year limitation period and did not oppose restoration but requested conditions including filing overdue returns, publishing the order, depositing publication costs, and submitting declarations on asset transactions and management disputes. The Income Tax Department (F.No. ACIT-1(1)/BPL/NCLT Matter/2025-26) reported no dues or pending proceedings as of 25 March 2026 and raised no objection.

The tribunal found the petition admissible as the registered office was in Bhopal (within its jurisdiction), the application was within limitation (filed before August 2037), and the petitioner had locus standi as a member. It concluded that the company was not intended to be closed and restoration was just to allow business continuation, asset access, and statutory compliance.

Final Outcome

The tribunal allowed the petition and ordered:

(i) Restoration of M/s. Emperor Granites Pvt Ltd to the Register of Companies by RoC, Gwalior, with status change to 'Active'.

(ii) Payment of ₹1,00,000 cost to the Consolidated Fund of India via Bharat Kosh within two weeks, after which frozen bank accounts will be defrozen.

(iii) Submission of this order to RoC within 30 days.

(iv) Filing all overdue statutory returns, annual returns, and financial statements from FY2012-13 onwards with applicable fees and penalties within 60 days, with a compliance report to NCLT.

(v) Publication of the order in one English (nationwide) and one Hindi (Madhya Pradesh statewide) newspaper within 30 days at petitioner's cost.

(vi) Deposit of Official Gazette publication cost with Pay and Accounts Officer, Mumbai, within 30 days, with proof to NCLT.

(vii) Filing an affidavit confirming no assets were acquired/disposed post-strike-off and no management/title disputes exist.

The petition was disposed of accordingly.

Topics: Company Restoration, NCLT Order, Statutory Compliance