Case Overview

The appeal was filed under Section 252(1) of the Companies Act, 2013 by Ideal Aashiyana Private Limited (CIN: U70101MP2012PTC028863) and its Director Mr. Ankur Maheshwari against the Registrar of Companies (ROC), Gwalior. The appellants sought restoration of the company's name to the Register of Companies after it was struck off on 12 April 2022 and notified in the Official Gazette on 16 April 2022 at Serial No. 644.

The company was incorporated on 19 July 2012 with registered office at 19/1, Sneh Nagar, Sapna Sangeeta Road, Indore, Madhya Pradesh. It had an authorized, issued, subscribed and paid-up share capital of ₹5,00,000 divided into 50,000 equity shares of ₹10 each, held by Mr. Shailesh Maheshwari (90%) and Mr. Ankur Maheshwari (10%), who were also the directors.

The principal reason for non-filing of statutory returns (Financial Statements and Annual Returns for FY 2018-19, 2019-20, 2020-21 and 2021-22) was a land title dispute. The company's principal immovable asset, land bearing Survey No. 67/01 (3.105 hectares) at Village Joshi Guradiya, Tehsil Mhow, District Indore, on which it was developing its real estate project 'Aashiyana Residency', became subject to revenue proceedings initiated by the State of Madhya Pradesh. The Collector, Indore, by order dated 05 February 2018, directed the land to be recorded in the name of the State Government. The company's appeal was dismissed by the Additional Commissioner, Indore Division, on 18 March 2019. The company then preferred Writ Petition No. 7953 of 2019 before the Madhya Pradesh High Court at Indore, which allowed the petition on 09 April 2025, quashing the earlier orders and restoring the company's Bhumiswami status over the land.

The company held substantial assets including inventory (saleable units) valued at ₹1,76,38,888, tangible fixed assets at gross block of ₹38,67,485, long-term loans and advances of ₹1,64,11,050.98, and cash and bank balances of ₹2,42,006 as on 31 March 2022. The company had subsisting obligations towards lenders and purchasers of units in its real estate project and had continued filing Income Tax Returns.

Key financial figures from audited Balance Sheets for FY 2018-19 to 2021-22 showed total assets/liabilities of ₹2,48,89,525.81 (FY19), ₹2,42,45,390.97 (FY20), ₹3,68,93,032.79 (FY21), and ₹3,81,69,049.02 (FY22), with accumulated deficits in reserves and surplus.

The ROC confirmed that the company had filed statutory documents up to the Annual Return made up to 29 September 2018 and Balance Sheet as at 31 March 2018, but nothing thereafter. The ROC had issued a notice in Form STK-5 dated 01 February 2022 under Section 248(1) of the Act, and as no representation was received, struck off the company's name believing it was not carrying on business or operations for the two immediately preceding financial years.

The appellants undertook to comply with all ROC conditions, including filing overdue documents, publishing the order, depositing publication costs, and affirming that no assets were acquired/disposed of post strike-off and no management/title disputes were pending.

Final Outcome

The NCLT allowed the appeal and ordered restoration of Ideal Aashiyana Private Limited to the Register of Companies, subject to conditions:

1. The ROC, Gwalior, is directed to restore the company's name as if it had not been struck off, changing status from "Strike Off" to "Active" and defreezing bank accounts if frozen.

2. Restoration is subject to payment of cost of ₹50,000 to the Consolidated Fund of India through Bharat Kosh, with proof submitted to ROC within two weeks.

3. The company must file all pending Financial Statements and Annual Returns for FY 2018-19 to 2021-22 within 30 days of restoration, paying all applicable fees, fines, and penalties.

4. The company must publish a notice of this order in one widely circulated English newspaper (nationwide) and one Hindi/vernacular newspaper (statewide in MP) within 30 days, at its own expense, and submit proof to ROC.

5. The company must deposit the cost of publication in the Official Gazette with the Pay and Accounts Officer, Mumbai, and submit proof to ROC.

6. This order does not preclude the ROC from taking action for any other violations or offences committed by the company.

Topics: Company Restoration, Regulatory Compliance