If 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).
Provided further that if the Registrar is satisfied, that the name of the company has been struck off from the register of companies, he may within a period of three years from the date of passing of the order dissolving the company under section 248, file an application before the tribunal seeking restoration of name of such company.
A copy of the order passed by the Tribunal shall be filed by the company with the Registrar shall cause the name of the company to be restored in the register of companies and shall issue a fresh certificate of incorporation.
If a company, or any member or creditor or workmen thereof feels aggrieved by the company having its name struck off from the register of companies, the Tribunal on an application made by the company, member, creditor or workmen before the expiry of twenty years from the publication in the Official Gazette of the notice under sub-section (5) of section 248 may, if satisfied that the company was, at the time of its name being struck off, carrying on business or in operation or otherwise it is just that the name of the company be restored to the register of companies, order the name of the company to be restored to the register of companies, and the Tribunal may, by the order, give such other directions and make such provisions 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.
As per sub-section (2) of Section 252 of Companies Act, 2013. A copy of the order passed by the Tribunal shall be filed by the company with the Registrar within thirty days from the date of the order and on receipt of the order; the Registrar shall cause the name of the company to be restored in the register of companies and shall issue a fresh certificate of incorporation.
A detailed procedure of filing an application for restoration of Company, which has been struck off from the records of the ROC, has been provided in Section 252(3) read with rule 87A of National Company Law Tribunal (Amendment) Rules, 2017.
An application/appeal shall be filed in Form No. “NCLT – 9” with NCLT Bench having jurisdiction based on the Registered Office Address of the Company with Detailed reasons for such restoration along with the evidence and proofs; Affidavit verifying the petition in the prescribed form duly notarized; Demand Draft for payment of a fee of Rs. 1,000/- (Rupees One Thousand Only); Copy of MOA & AOA, Copy of Notice as issued by the concerned ROC for striking off of the Company; Copy of Board Resolution for restoration of Name, Authorization in favour of any director and appointment of Professional to appear on behalf of the Company, Memorandum of appearance with copy of the Board Resolution or the Vakalatnama, as the case may be, Latest audited financials; Proof of service of application on ROC; Any other documents in support of the case.
An applicant has to serve an advance copy of the application on the Registrar of Companies and on such other persons as the Tribunal may direct, not less than 14 days before the date fixed for hearing of the application.
It is important to note that in an Order of NCLT i.e. M. G. Power System Private Limited V/s Registrar of Companies, NCT of Delhi & Haryana Dated 18th May 2017 C.P. No. 47/2015 – Before NCLT, New Delhi.
The Hon’ble NCLT has allowed the petition; even ROC has contended that the petitioner company has not filed its statutory returns and other documents since incorporation. Thus, it’s giving rise to the reasonable belief that the company was not operational. The Hon’ble NCLT states that it would be just and proper to order the restoration of the name of Company in the register of the ROC. The petitioner company was directed to file all pending returns in 30 days of restoration and to deposit Rs. 25,000/- to Prime Minister Relief Fund.
The Companies Act, 2013 provides exhaustive measures for the revival of companies and the Hon’ble NCLT is vested with powers to take all necessary measures for the revival of companies. Petitioner has to ensure that the grounds, facts, and documents are adequate and proper before filing any such application or appeal for the revival of Company.
On getting the order for Restoration of the Name, Company shall file a copy of the order with the concerned Registrar of Companies within a period of 30 days from the date of the order in Form INC – 28.
As per the directions of the NCLT the company shall file all pending financial statements and annual returns with the Registrar and comply with the requirements of the Companies Act, 2013.
The Registrar of Companies does, in his official name and seal, publish the order in the Official Gazette after the restoration of the name of the Company in his records.