The National Company Law Appellate Tribunal (NCLAT) has set aside a 2024 order of the National Company Law Tribunal (NCLT), Mumbai, and restored the name of M/s Elegance Property Developers Pvt Ltd to the Register of Companies.
The bench of Justice Yogesh Khanna (Judicial Member) has observed that the company, which owns prime real estate in South Goa, was wrongly denied revival by the NCLT on limitation grounds.
Background of the Case
Elegance Property Developers Pvt Ltd was incorporated in August 2008, with Tahir Vasanali Isani and Malik Mansoorali Isani as directors. The company filed statutory returns till FY 2010-11 but failed to submit filings thereafter. In September 2018, the Registrar of Companies (RoC), Goa, struck off the company’s name for non-compliance under Section 248(1) of the Companies Act. In 2023, shareholder Tahir Vasanali Isani sought restoration under Section 252(3) of the Act.
The NCLT, Mumbai, rejected the plea in October 2024, ruling that the limitation period was three years, not twenty. It also observed that the company had reported nil revenues and had not carried on any business activity for years.
Delivering judgment on August 11, 2025, a Bench comprising Justice Yogesh Khanna (Judicial) and Indevar Pandey (Technical) disagreed with the NCLT’s reasoning:
On Limitation: The tribunal held that since the application was filed by a shareholder (a member), the extended 20-year limitation under Section 252(3) applied, not the three-year cap under Section 252(1). The NCLT’s interpretation was found to be “not correct.”
On Business Activity: While the company had shown nil revenues for several years, the NCLAT noted that it owned a 36,022 sq. mtrs land parcel in South Goa, purchased for ₹6.05 crore in 2008. Holding such a valuable asset meant the company could not be treated as a mere shell entity. Denying restoration, the tribunal said, would render the asset deadlocked and wasted, contrary to public policy.
On Just and Equitable Grounds: Citing precedents such as DD Finance and Holdings Pvt Ltd v. RoC and Durga Builders Pvt Ltd v. RoC, the NCLAT reaffirmed that companies holding substantial assets deserve restoration if not involved in fraud or fund siphoning.
The appellate tribunal directed the RoC to restore the company’s name subject to compliance payment of ₹2 lakh as costs to the RoC within eight weeks and filing of all pending annual returns and balance sheets within four weeks, along with applicable fees.
The NCLAT clarified that despite restoration, the RoC remained free to initiate punitive action for past non-filing or late filing of statutory documents.
Case Details
Case Title: Tahir Vasanali Isani Versus RoC
Case No.: COMPANY APPEAL (AT) NO.56/2025
Date: 11-8-2025
Counsel For Appellant: Vaibhav Gaggar, Sr. Advocate
Counsel For Respondent: Trupati Subhash Sharma
