NCLT Indore Restores Mandovi Marine Pvt. Ltd. Despite Non-Filing Since 1991

The Indore Bench of the National Company Law Tribunal (NCLT) on 2 June, allowed restoration of Mandovi Marine Pvt. Ltd. under Section 252(3) of the Companies Act, 2013, despite the company's prolonged failure to file statutory returns and balance sheets since 1991.

Judicial Member Brajendra Mani Tripathi and Technical Member Man Mohan Gupta held that restoration was just and equitable in the circumstances of the case and allowed the petition filed by shareholders Dileep Naik and Bharati Dilip Naik. The Bench observed:

“The company has valuable property immovable property in its name. Further, in view of the judgments relied upon by the Appellant, we are satisfied that It is just and equitable in the circumstances of the present case to restore the name of the Company on the Register of Companies, subject to suitable conditions.”

Mandovi Marine Pvt. Ltd., incorporated in 1980, the Registrar of Companies (ROC), Madhya Pradesh, struck off the company in June 2018 under Section 248(2) of the Companies Act, 2013 after issuing notice for non-filing of statutory returns.

The shareholders, Dileep Naik and Bharati Dilip Naik, moved the Tribunal seeking restoration. They submitted that the company owns valuable immovable property at Kanadia, Indore, and argued that the strike-off created a legal vacuum that prevented the company from defending its title, paying land revenue, and utilising its assets.

They contended that the company failed to file returns neither intentionally nor with mala fide intent, and that restoration remained necessary to protect shareholder interests. Further that the company does not function as a shell entity, has not undertaken any unusual or unauthorised transactions, and undertook to file all pending statutory documents and comply with tax obligations upon revival. They also argued that they filed the petition within the limitation period prescribed under Section 252(3) of the Companies Act, 2013.

The ROC, in its report dated 24 March 2026, confirmed the factual position and sought directions including filing of pending returns, publication of the restoration order in newspapers, deposit of publication costs in the Official Gazette, and filing of affidavits regarding assets and compliance. The shareholders accepted most conditions but sought waiver of newspaper publication, citing the closely held nature of the company.

The Income Tax Department reported that Mandovi Marine never filed income tax returns and confirmed that no demands or proceedings remained pending against the company.

The Tribunal noted that the company remained in default since 1991 and the ROC struck it off in 2018, reflecting a continuous lapse of over three decades. It also noted that the shareholders filed the petition within the statutory limitation period of 20 years under Section 252(3).

The Bench observed that the applicants, as majority shareholders, remained competent to maintain the petition and that the company owned valuable immovable property at Kanadia, Indore. It held that restoration met the requirement of being just and equitable.

Accordingly, the NCLT allowed restoration subject to conditions. It directed the company to file all pending annual returns and balance sheets from financial year 1991–92 onwards within 60 days along with applicable fees and penalties, and directed payment of Rs 2 lakh to the Consolidated Fund of India through Bharat Kosh within 30 days due to prolonged non-compliance.