Annual Compliance

Revival Process of the Name of a Struck Company under Companies Act

Revival process of a struck company is one of the challenging tasks for CA & CS, but certainly, before filing of a restoration application before NCLT, you have to submit Audited balance sheet of all previous years. In this article, we will discuss the process of revival of a Struck Company under Companies Act, 2013.

Who can Struck Company and when can a company be struck off?

Registrar of Companies (ROC), by the virtue of the power, can strike off defunct companies. There are companies which are not carrying on any business or operation for a period of 2 years or more or Companies that are not carrying on any operations within one year of its incorporation can be struck.

Such companies (which have not done their statutory filings) are therefore deemed (by ROC) not to be carrying on their business. These actions of government have caused a massive upheaval to the companies who have not done their statutory filings). Though the ROC must have served notices as mandated on the registered email ids of the Companies before striking them off, in many cases, there were complaints of not receiving any notice.

However, to such aggrieved companies, the remedy lies in Section 252 of the Companies Act, 2013^[1], which provides for restoration of the name of the Company.

Revival Process of a Struck Company

Revival Process of the Name of a Struck Company under Companies Act, 2013 can be done by following these steps –

• Filing an Appeal before NCLT

Any person aggrieved by the order of the Registrar (ROC) to strike-off the name of a Company, can file an appeal within a period of 3 years from the date of the order of the Registrar.

• Application to Tribunal for Revival process of the Name of a-Struck Company under Companies Act, 2013

If a Company or any member or creditor has been aggrieved by the Company’s name struck off, it can apply to the Tribunal to restore the Company’s name, within a period of 20 years from the date of publication of striking off notice in the official Gazette.

The Tribunal, after submission of the application, shall give a reasonable opportunity of being heard to ROC, Company and all the parties concerned and thereafter, pass an order that it deems fit.

Procedure to Apply to Tribunal as per National Company Law Tribunal-

• Appeal / Application

1. An appeal shall be filed before the Tribunal along with other information.
2. An application filed by the Registrar of Companies for the restoration of the name of a company in the register of companies shall be in Form No. NCLT 9.
3. An application shall be filed before the Tribunal in Form No. NCLT-9.

• Attachments with NCLT 9 includes:

1. Copy of the MOA and AOA of the Company;
2. List of Directors of the Company;
3. CTC of the order of Registrar for strike off;
4. Available signed Balance Sheets of the Company;
5. CTC of Board Resolution passed by company for making petition to NCLT;
6. Appeal against the order of Registrar;
7. Affidavit verifying petition;
8. Copy of bank draft evidencing payment of application fee;
9. Memorandum of appearance.

• Service of Appeal / Application

A copy of the appeal or application shall be served by the Company to the Registrar and on such other persons as the Tribunal may direct, not less than 14 days before the date fixed for hearing of the appeal or application.

• Passing of Order

The Tribunal may pass an appropriate order, upon hearing the appeal or the application or any adjourned hearing thereof. Once the Tribunal makes an order for restoring the name of a Company in the register of companies, the order shall direct that-

1. The appellant or applicant shall deliver a certified copy to the Registrar of Companies within thirty days from the date of the order in INC 28;
2. On such delivery, the Registrar of Companies, in his official name and seal, publish the order in the Official Gazette;
3. The appellant or applicant to pay to the Registrar of Companies his costs of, and occasioned by, the appeal or application unless the Tribunal directs otherwise; and
4. 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 thereunder within such time as may be directed by the Tribunal.

• Effect upon Restoration

After restoration, all the statutory returns of the Company shall be filed along with the applicable additional fee/ penalty as per Companies Act 2013.

The Tribunal may, by the order, give such other directions and make such provision as deemed just for placing the Company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off from the Register of Companies.

Conclusion

The due process for revival of the struck company should be followed sincerely to revive a company. In case you need more insight on its procedure or any other information, contact Enterslice.

Read our article:Can a struck off company get restored?