Authority: National Company Law Tribunal (NCLT), Ahmedabad Division Bench Court - II

Order Date: 15 July 2026

Case Overview

This appeal was filed under Section 252 of the Companies Act, 2013 by appellants Mehulkumar Ramchandra Nakar and Rayshi Kheraj Maheshwari, who were promoters and initial directors of Odhavlaxmi Buildcon Private Limited (CIN: U45201GJ2002PTC040422). The company was incorporated on 1 February 2002 with an authorized capital of ₹1,00,000 and was engaged in land development and construction, specifically a residential project called "Laxmi Nagar Awas Yojna."

The appellants sought restoration of the company's name, which was struck off by the Registrar of Companies (ROC), Gujarat, vide a notice dated 25 October 2017 published in the official gazette. The strike-off action was initiated under Section 248(1) of the Companies Act, 2013 on the grounds that the company had not been carrying on any business or operations for two immediately preceding financial years and had not applied for dormant status. The ROC's notice under Section 248(1) was issued on 29 August 2017.

The appellants claimed they became aware of the strike-off only in March-April 2024 while pursuing a civil suit (Special Civil Suit No. 27 of 2024) in the Principal Senior Civil Judge Court, Bhuj-Kutch. The suit sought specific performance of an agreement to sell dated 24 June 2004, through which the company had agreed to purchase land bearing Survey No. 122 and 173 at Village Mirjapur, Dist. Kutch, for ₹64,00,000 from Mr. Mahesh Ratilal Maroliya and Mrs. Hina Mahesh Maroliya. The appellants alleged that the other two directors, Mr. Liladhar Dama and Mr. Rajubhai Tank, who were managing the company's affairs, had surreptitiously diverted this land asset for their personal benefit through forged documents and illegal sale deeds registered in 2017. An FIR was lodged on 29 May 2023 against these parties for offences under Sections 406, 420, and 114 of the Indian Penal Code.

The company had failed to file any statutory returns or audited accounts after the financial year 2004-05. The ROC confirmed the company was struck off in a suo moto action for being dormant and non-compliant.

Final Outcome

The NCLT allowed the appeal and ordered the restoration of Odhavlaxmi Buildcon Private Limited's name to the register of companies, subject to strict compliance with the following conditions within 30 days from the date of the order:

1. The company must file all pending statutory documents along with prescribed fees, additional fees, or fines as decided by the ROC.

2. The company must clear all outstanding dues, liabilities, and demands payable to the Income Tax Department.

3. The appellants must ensure personal compliance with the order.

4. A cost of ₹30,000 must be paid online to the Ministry of Corporate Affairs (MCA) under the miscellaneous head.

5. A certified copy of the order must be delivered to the ROC Gujarat, the Income Tax Department, and the District Collector, Bhuj.

6. Upon compliance, the ROC must publish the order in the Official Gazette.

The order is confined to the violations leading to the strike-off and does not preclude the ROC from taking action for any other violations committed by the company.

Topics: Company Restoration, Land Dispute, Regulatory Compliance