Revival of Struck off Companies
( Success Story: 100+ Companies Revived on Pan India)
- Drafting of Revival Petition
Servicing the copy of petition to ROC, and Income tax department
Filing the petition to NCLT
Hearing
End to end follow up
Revival Order from NCLT
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Strike off of Companies under Companies Act, 2013.
If your Company has been struck off from the Register of Companies on account of Non filing of Financial statements and Annual Returns for a Continuous Period of 3 Years.
You can now restore your Company by filing a petition in jurisdictional Bench of National Company Law Tribunal (NCLT).
Procedure for revival of strike off companies as per Companies Act, 2013
Preparation & filing of Petition
The petition under for the restoration of name of struck Company shall be filed with the National Company Law Tribunal (NCLT) within a period of 3 years from the date of Strike off.
Service of the petition to Respondents
A copy of the application shall be served on the Registrar of Companies and on such other persons as the Tribunal may direct either by hand or post with proper receipt, not less than 14 days before the date fixed for hearing of the application.
Hearing the Petition
NCLT shall hear the Petitioner and Respondent (ROC). It will also take note of the observations/ objections, if any, received. After hearing Both the Parties, if it is satisfied that struck off company is not a defunct company, it can order the restoration of name of company in the record of the ROC.
Directions by Tribunal
Where the Tribunal makes an order restoring the name of a company in the register of companies, the order shall direct that – The appellant shall deliver a certified copy to the Registrar of Companies within thirty days from the date of the order; On such delivery, the Registrar of Companies do, in his official name and seal, publish the order in the Official Gazette;the appellant shall pay to the Registrar of Companies costs as directed by Tribunal. The company shall file pending financial statements and annual returns with the Registrar and pay required fee within such time as may be directed by the Tribunal.
Filing of NCLT order with ROC
The Company shall file the copy of order with Registrar of Companies within a period of 30 days from the date of the order.The company shall file pending financial statements and annual returns with the Registrar with additional fee and comply with the requirements of the Companies Act, 2013 in this regard.
| Particulars | Form / Documents |
|---|---|
| Company Petition | NCLT 9 |
| Copies of Certificate of incorporation, Memorandum and Articles of Association, & Master data | Attach the relevant copies |
| Copy of Notices issued by ROC | (STK -1, STK 5, STK 7) |
| Evidence regarding payment of Fee | Demand Draft |
| Affidavit Verifying the Petition | NCLT 6 |
| Balance Sheets and Annual Returns | Attach the relevant copies |
| Evidence that Company has been carrying its business | Bank statements, details ofMajor transactions etc |
| Undertakings if any | In Form of Affidavit |
| Dully Executed Vakalatnama/ Memorandum of Appearance | Form No 12 |
Effect of Tribunal’s Order
- Delivery of the certified copy of the order to the ROC within 30 days of passing such order.
- The ROC shall publish the order in the official gazette in his official name and seal.
- The costs of the proceedings shall be borne by the applicant.
If simply put up, strike off companies have a ray of hope for rebuilding after much talk about the surgical strike against shell companies. There is no doubt, that this might as well affect the anti-corruption image of present government in power.
As per the tagline of the latest detergent advertisement, which states that “stains are good” this should be adopted by strike off companies as well. There is good news for all strike off companies with income tax proceedings. A circular for the same was issued by the Central Board of Direct Taxes that brought back life to such strike off companies. It was stated that on or before January 04,2018, NCLT, vide its interim orders, directs 46 strike-off companies to be deemed to be restored to its original number and entitles petitioner, income Tax Department to raise demand by serving notice in accordance with law.
As per the provisions of Section 248 Sub section 6, the assets of the striked off company shall be made available for the payment or discharge of all its liabilities as well as obligations even after the date of the order clearing away the name of organisations from the Companies register.
Under subsection 248 (7) it is mandatory that the accountability of every director, manager or other officers who were exercising any power of management and of every member of the company dissolved under sub section (5) shall continue and may be required in case the company has not disclosed about the same. As per section 250 of the Companies Act, 2013 where a company stands dissolved, it shall cease to operate as a company except for the purpose of realising the amount due to the company and the payment or discharge of the liabilities or obligations of the organisations.
But, there are uncertainties too regarding proceedings that are already under way as per the Income Tax Act.
The Striking off the Company as Such does not lead to disqualification of Directors but the conditions of Strike off & Directors disqualifications are somewhat similar. Therefore the Directors of those companies that have not filed their financial statements & Annual Return for a continuous period of 3 years are disqualified under section 164(2) Further such companies are presumed to be non operational & struck off under section 248 of Companies Act 2013.
No, NCLT does not have jurisdiction to remove the disqualification of directors.
Earlier the disqualified directors had the option under CODS 2018 to remove their disqualification. Now after the expiry of the CODS the directors may seek relief from judicial courts.
| Revival of Companies | Revival of DIN |
|---|---|
| The Companies are struck off by the ROC under Section 248 of Companies Act | The Disqualification of Directors is incurred for the reasons given under section 164 for a period of 5 years |
| The Directors can file the Revival petition under Section 252 of Companies Act | As of now there is no provision in companies Act for speedy Removal of Directors Disqualification & Revival of DIN |
| The Revival Petition can only be filed with NCLT | NCLT has no jurisdiction to remove the directors Disqualification. For Removal of Disqualification of Directors, a writ petition may be filed in High Court. |
| CODS scheme floated by MCA (operational till 1 st May 2018) was not applicable on struck off Companies | CODS scheme (operational till 1 st May 2018) was for revival of DIN & removal of Directors Disqualification. |
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