[S. 252(3) Of Companies Act] Company Cannot Be Revived In Absence Of Substantial Investment Reflected In Balance Sheet: NCLT Chandigarh

The present petition has been filed under Section 252(3) of the Companies Act, seeking to restore the company's name as if it had not been struck off.

The Petitioner submitted that since there are substantial investments/assets in the Company, it is just and equitable that the Company be restored on the grounds of just and equitable discretion bestowed upon this Tribunal as provided in Section 252(3) of the Companies Act, 2013.

It was further argued 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 Company shall file all its pending statutory documents and pay the additional fee as applicable with the office of Registrar of Companies, Punjab and Chandigarh.

It was also contended that the Applicant has placed on record evidence of substantial investments by the Company in Stylam Industries Ltd., a listed company, which demonstrates ongoing business interests. The NCLAT in Urvashi Infrastructure held that the term any member under section 252(3) of the Companies Act includes legal representative of the deceased member even if not listed on the register of shareholders.

The Tribunal noted the applicant's reliance on Urvashi Infrastructure to assert eligibility under section 252(3) of the Companies Act cannot be accepted in the absence of a succession certificate. Additionally, the death certificate was also filed very late, and that too only after the order passed by the NCLT, nor was any affidavit filed to show that there are no other class I heirs. Neither board resolution nor director undertaking has been filed.

It held that “the applicant also relies on Oriental Iron Casting Ltd. vs. RoC & Anr.(Supra), which upheld revival based on substantial investments shown in the balance sheet; however, no such balance sheet or valid financials have been placed on record here. The mere claim of shareholding in Stylam Industries Ltd., without financial disclosures or proof of ownership by the company at the time of striking off, is insufficient.”

It further observed that the ROC rightly objected and despite no opposition from the Income Tax Department, the petitioner has failed to establish ongoing business activity or any just and equitable ground for revival of the company. Accordingly, the present petition was disposed of.

Case Title: Gurmeet Singh VERSUS The Registrar of Companies, Punjab and Chandigarh

Case Number: CP No.29/Chd/Pb/2024

Order Date: 04/08/2025

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