Ganton Projects Private Limited & Anr. & ... vs Registrar Of Companies Nct Of Delhi & ...

[Arising out of Order dated 11.03.2026 passed by the Adjudicating Authority (National Company Law Tribunal, New Delhi Bench, Court-V) in Company Appeal No. 203/252/ND/2024]

IN THE MATTER OF: 1. Ganton Projects Private Limited Having its office at: 118D, DDA Flat, Mansarovar Park, New Modern Shahdara, Delhi- 110032 ...Appellant No. 1

2. Sh. Ravindra Singh Chauhan S/o Late Sh. Virendra Singh Chauhan R/o C-16, Third Floor, Street No. 10, Chhatarpur Enclave, Phase 2, New Delhi 110074 ...Appellant No. 2

Versus

1. Registrar of Companies, NCT of Delhi & Haryana 4th Floor, IFCI Tower, Nehru Place, New Delhi ...Respondent No. 1

2. Commissioner of Income Tax, C.R. Building, I.P. Estate, New Delhi - 110002 ...Respondent No. 2

Present: For Appellants : Mr. Vansh Gandotra and Mr. Naman Sabharwal, Advocates.

For Respondents : JUDGMENT

Per Justice Sharad Kumar Sharma, Member (Judicial)

1. The Appellant, a Private Limited Company, is before us, being

aggrieved against the Impugned Order dated 11.03.2026 that, has been

rendered by the learned NCLT, New Delhi Bench, in Company Appeal No.

203/252/ND/2024, being proceedings which were carried under Section

252(3) of the Companies Act, 2013, to be read with Rule 87A of the NCLT

Amendment Rules, 2017.

2. The challenge by the Appellant to the impugned order is from the

perspective that the learned Tribunal's directions to restore the registration

of the Appellant's Company, subject to the payment of cost of ₹10, 00,000/-

made to be payable to the Registrar of Companies, is absolutely irrational

and non-justified, apart from being exorbitant and without there being any

sound and rational reasoning behind it. The Appellant argues that the

imposition of exemplary cost on the ground that the Appellant Company has

not filed the statutory filing, including the balance sheets, annual returns

and income tax returns, since its incorporation, and therefore, it has been

treated as to be a serious lapse of non-compliance on part of the Appellant.

It was held by the Tribunal that imposition of cost of ₹10,00,000was

justified.

3. The Appellant Company got its incorporation under the name and

style of M/s Ganton Aviation Private Limited. The said incorporation of the

Comp. App. (AT) No. 176 of 2026 2 of 11 appellant company took place as far back, as on 07.09.2011. Later on, the

Company, as it stood incorporated, got its name changed as per law to M/s

Ganton Projects Private Limited, the name with which it is standing as of

now. It chanced so that a proceeding was taken up before the Delhi High

Court, being numbered as OMP No. 754 & 859 of 2011, whereby the Hon'ble

High Court, vide its Order dated 16.12.2011, had observed that the

Appellant owed a financial liability of ₹1 Crore as per the settlement that

was entered into before it. Owing to the aforesaid liability, and due to

various other defaults, the name of the company, was observed to have been

struck off from the Registrar of Companies on 07.06.2017.

4. Primarily, the basis for striking off the name of appellant from the

Registrar of Companies, had been that the Appellant's Company has not

filed the Income Tax Returns, since its incorporation, and that tantamounts

to be an act in gross violation of the Income Tax Law's, and that it had

consistently remained below the statutory threshold, and this showed that

there was a wilful neglect. Since, so far, the Company continues to be

registered on the Income Tax e-portal, it has to undertake to file all the

pending returns, even for nil income years, for previous years and upon

registration of the Company being restored.

5. As per the proceedings, as pointed out by us, and as it has been

settled before the High Court vide this judgment dated 16.12.2011, the

Appellant was under a clear financial liability of ₹1,00,00,000. Since the

Company has not filed the balance sheets and annual returns in form MCA-

Comp. App. (AT) No. 176 of 2026

3 of 11 21, the Income Tax Department reported that, no Income Tax Return has

been filed by the Company, and even PAN was also not reflected to be

registered in the e-filing portal. It was contended by the Appellant that the

returns could not be filed due to inadvertence and oversight. The Tribunal

held, that since the Appellant Company, being a creation of statute and

being registered as per the relevant laws, cannot take a plea of ignorance of

law as regards to responsibilities covering the aspects of non-filing the

balance sheets and accounts with the Registrar of Companies from the date

of its incorporation, and that has been held to be a serious lapse, on part of

the Appellant. Besides that, non-registration of PAN in the Income Tax e-

filing portal and non-filing of Income Tax Returns, ever since its

incorporation was also held to be a serious irregularity on the part of the

Appellant Company. The Appellant Company came up with a case in the

proceeding under Section 252 of the Companies Act, 2013 that since the

Appellant Company has assets standing in its name, in all legal rights in the

immovable property, therefore, the Appellant Company needs to be restored.

6. It was the case of the Appellant that, owing to the aforesaid Order

dated 16.12.2011, passed by the High Court, there happens to be pending

execution proceedings, being EX-Execution No.124/2017 titled "Anova

Infracon Pvt. Ltd. &Anr. vs. M/s Ganton Limited & Anr." in which the

Appellant is a judgment debtor, and hence, it would be just to restore the

name of the Appellant Company. Accordingly, learned Tribunal found it to

be justified to restore the registration of the Appellant Company into the

register of the companies. However, owing to the Appellant's default and

Comp. App. (AT) No. 176 of 2026 4 of 11 dereliction in the performance of its statutory functions, the Tribunal had

imposed an exemplary cost of ₹10,00,000 for the aggregate years of default

committed by the Appellant, since the year of its incorporation.

7. The Appellant had challenged the Order on the ground that, the Order

itself happens to be bad because the imposition of exemplary Cost of

₹10,00,000, while granting restoration of the Appellant Company in the

Register of Companies, is disproportionate to the nature of default. Besides

that, it was argued by the counsel for the Appellant that, the Tribunal has

failed to consider the additional fee for delayed filing which was remitted by

the Appellant, which already constituted sufficient penalty under the

Companies Act. Furthermore, that the imposition of exemplary cost defeats

the objective of Companies Compliance Facilitation Scheme, 2026,

introduced by the Ministry of Corporate Affairs, and also a question was

raised by the Appellant as to whether the cost imposed violates the

principles of natural justice and that of law of proportionality.

8. Heard learned counsel for the parties. The learned counsel for the

Appellant has primarily argued the instant Company Appeal from three

perspectives:

(1) Additional fees for delayed filing has already been paid in the shape of a

penalty, that itself appropriately commensurate the act of slackness of the

Appellant.

(2) Exemplary cost defeats the object of the Companies Compliance

Facilitation Scheme, 2026, introduced by the Ministry of Corporate Affairs;

Comp. App. (AT) No. 176 of 2026 5 of 11 (3) The cost happens to be exorbitant in violation of natural justice, without

any sound reasoning.

9. In order to answer the aforesaid arguments extended by the learned

counsel for the Appellant, he will have to have the reference to the statutory

mandate contemplating the right of imposition of cost in a proceeding held

under Sub-Section 3 of Section 252 of Companies Act, 2013 in the shape of

an Appeal. For the aforesaid purpose, the NCLT Amendment Rules of 2017

had incorporated Rule 87A, which prescribes for filing of an Appeal before

the NCLT in the shape of Form No. NCLT 9, which has to be adjudicated

upon as per the rules. But there is a rider attached to Rule 87A, which

reads as under:-

"(4) Where the Tribunal makes an order restoring the name of a company in the register of companies, the order shall direct that-

(a) the appellant or applicant shall deliver a certified copy to the Registrar of Companies within thirty days from the date of the order;

(b) on such delivery, the Registrar of Companies do, in his official name and seal, publish the order in the Official Gazette;

(c) the appellant or applicant do pay to the Registrar of Companies his costs of, and occasioned by, the appeal or application, unless the Tribunal directs otherwise; and

(d) the company shall file pending financial statements and annual returns with the Registrar and comply with the requirements of the Companies Act, 2013 and rules made

Comp. App. (AT) No. 176 of 2026 6 of 11 thereunder within such time as may be directed by the Tribunal."

10. Sub-clause (c) of Sub-Rule 4 of Rule 1 of Rule 87A prescribes, that the

Tribunal may, while directing the restoring of the name of the Company into

the Register, may direct to pay to the Registrar of Companies his cost that

has occasioned by way of the Appeal or application, unless the Tribunal

directs otherwise. If we see the cost component as prescribed under the

aforesaid provision, it almost takes the shape of being of a penal

consequence, as payment to the Registrar of Companies has been observed

to be in the shape of a 'cost', which in itself, in the light of the provisions

contained under Section 35 of the CPC, would be having a penal

consequence. If that be the situation, the Adjudicatory Body which decides

an Appeal under Sub-Section 3 of Section 252 of the Companies Act, 2013,

directing for restoring the name of the Company in Register of Companies

maintained by RoC, has had to act rationally while imposing the cost at the

stage of restoring the name of the Company into their Register of

Companies. The provision intends that there has to be an actual

commensuration of the cost to be imposed, to justify its proportionality and

that should be, which has actually occasioned by the Appeal or the

application, unless the Tribunal directs otherwise. That means there has

had to be a rational co-relation of the cost to be imposed, which has been

actually incurred in the Appeal or the application, meaning thereby, it

entails a "determination" before the learned Tribunal comes to a conclusion

about quantification of cost, which is to be paid by the Company, which is

Comp. App. (AT) No. 176 of 2026 7 of 11 being thus directed to be restored and registered with the Registrar of

Companies.

11. Upon hearing the learned counsel for the Appellant and after going

through the records, though the principal argument by the learned counsel

for the Appellant may not be acceptable that the Appellant Company, due to

inadvertence and oversight, did not file financial statements with the

Registrar of Companies, that holds no water to stand because a Company

which is created and registered under the statute cannot take a plea of not

being conscious about their duties and liabilities under law of submission of

the financial statement before the Registrar of Companies, which could

reflect the each year's current financial status of balance sheets and the

accounts to show liability of the company, and which ought to have been

done ever since the date of its incorporation, and the said lapse has been

appropriately taken as to be a serious lapse.

12. The arguments extended by the Appellant, is in the context of the

pendency of the EX-Execution No.124 of 2017, which was in relation to the

amount involved to be recovered for Rs. 1 Crore, as it was settled before the

High Court, the learned Tribunal rightly came to the conclusion that, in

accordance with the observations made by the High Court in its judgment

dated 16.12.2011, passed in OMP No. 754 of 2011, the High Court has

rightly observed in the clauses of settlement as under:-

"(i) Petitioner or a nominee of the petitioner, which shall be a subsidiary of the petitioner and whose

Comp. App. (AT) No. 176 of 2026 8 of 11 name will be given within fourteen (14) days from today, will contribute 70% of the entire dues payable to Yamuna Expressways Industrial Authority by way of premium and all instalments....

(iv) In the event of the petitioners and/or their nominees fail to comply with and make payment to YEIDA on or before 04.02.2012, petitioners and/or its subsidiary-nominee shall pay to the respondent a sum of Rs.1.0 crore in lieu of all or every claim of the respondent, and shall forfeit all the rights of the petitioner and/or its subsidiary nominee by or under or in the joint venture agreement dated 27.12.2010 and the land in question."

13. It is because of the reason that, despite the Appellant being a

Judgment Debtor and the name of the Company having been struck off on

07.06.2017, coupled with the fact that an Order dated 16.08.2024 has

already been placed on record to substantiate, that the matter is pending

before the District and Session Court, South Saket, New Delhi, where the

execution proceedings are pending, arising from the Orders of the High

Court, but since the name of the Appellant has been struck off in the

Register of Companies, it was becoming difficult for the Appellant to defend

itself in those proceedings.

14. Owing to the fact that legally when a litigation is pending by or against

the Company, normally it has been propagated by judicial precedents that

the name of the Company is to be restored so as to facilitate the matter to be

carried to its conclusion before the course of law. Apart from it, it is also a

Comp. App. (AT) No. 176 of 2026 9 of 11 settled principle that if the proceedings were pending consideration, which

herein happens to be of 2011, at the time when the Appellant's name was

struck off from the Register of the Companies, i.e., on 07.06.2017, for the

purposes of pursuing the judicial remedies, direction for restoration of the

name of the Company, particularly the Directors, was necessary for an

effective participation in those proceedings. Hence, the learned Tribunal has

rightly proceeded to pass an Order of restoration of the Company's name in

the Register of Companies maintained by the ROC. However, the learned

Tribunal has imposed a cost of ₹10,00,000.

15. It is the imposition of cost of ₹10,00,000, which is alleged by the

Appellant to be excessive and without being based on any sound rationale

and lacks proportionality and is not as per the stipulations contained under

Sub-Clause (c) of Sub-Rule 4 of Rule 1 of Rule 87A, as there is no

determination made qua the quantification of cost incurred as contemplated

under Rule 87A discussed above, hence imposition of cost of ₹10,00,000

seems to be disproportionate and without any logical reasons, nor it reflects

an application of mind showing that a computation was ever ventured to

determine the actual cost to be levied in the light of the actual cost that has

been incurred in the Appeal or the application. Hence, we find that cost to

be without any rational basis and being disproportionate to the principles

laid down under Rule 87A. We feel it apt that it will meet the ends of justice

if the cost component, as directed by the Impugned Order of ₹10,00,000, is

reduced to ₹5,00,000. That will meet the ends of justice. Hence, the

Comp. App. (AT) No. 176 of 2026 10 of 11 Appellant is directed to pay the cost of ₹5,00,000 in pursuance to the

Impugned Order of 11.03.2026.

16. This Tribunal, when the stage it had entertained the Appeal on

21.05.2026, had passed a conditional Interim Order directing the Appellant

to deposit ₹2,00,000, and consequent thereto the recovery of the balance

amount was directed to be kept in abeyance. Since we have partly modified

the Order, reducing the cost of ₹10,00,000 to ₹5,00,000, and because cost of

₹2,00,000 has already been deposited by the Appellant under the Interim

Order of 21.05.2026, it would be adjusted as against the cost directed to be

deposited by the Appellant by today's Order. As a matter of fact, the

Appellant will now be required to deposit the balance cost of ₹3,00,000 in

pursuance to this Order. Hence, the Appeal is partly allowed, limited to the

extent of imposition of cost, is reduced from ₹10,00,000 to ₹5,00,000.

17. All interlocutory applications would stand closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Arun Baroka] Member (Technical)

[Indevar Pandey] Member (Technical) NEW DELHI

18th September, 2026

rashmi

Comp. App. (AT) No. 176 of 2026 11 of 11