Procedure to convert OPC into Private Limited Company
July 14, 2019
Procedure for Issue of Preference Shares
July 17, 2019
Procedure for revival of struck off companies by NCLT
Ministry of Corporate Affairs (MCA) has taken strict actions against the shell companies which has not filed the financial statement and annual returns with Registrar of Companies (ROC). In 2019 ROC has struck of more than 2 lakh companies and disqualified more than 3 lakh directors under section 248(1) and 164(2)(a) of Companies Act, 2013. In such case where the company has been struck off on account of Non filing of Financial statements and Annual Returns for a Continuous Period of 3 Years, the company can be restored by filling a petition with NCLT (National Company Law Tribunal). Procedure for revival of struck off companies by NCLT is laid down in National Company Law Tribunal Rules, 2016.
Appeal to National Company Law Tribunal (NCLT)
Appeal to National Company Law Tribunal (NCLT) under Section 252 can be made to revive struck off companies.
- Section 252(1) Appeal by Anyone – Within 3 years
- Section 252(3) Appeal by Company/Members/Creditors/Workman – Within 20 years
Procedure for revival of strike off companies by NCLT
Petition under Section 252(3) for the restoration of name of struck Company shall be filed with the Tribunal (NCLT). Following is the process for making application with NCLT.
| Step 1: Drafting of Petition | A petition shall be drafted in accordance with National Company Law Tribunal Rules, 2016. |
| Step 2: Filling of Petition in form NCLT-9 | Once petition is drafted, it has to be filed in form INC-9 along with following documents:
Documents:
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| Step 3: Submission of petition with ROC | A copy of petition in form INC-9 shall be submitted to Registrar of Companies not less than 14 days before the date of hearing fixed with the Tribunal. |
| Step 4: Hearing by Tribunal | NCLT shall hear the petition on the date fixed by the Petitioner and the Respondent. After hearing both the parties if it is satisfied, tribunal can pass an order for restoration of name of the Company in the ROC records |
| Step 5: 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:
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| Step 6: Filing of order with ROC in form INC-28 | Company shall file the copy of order in form INC-28 with the ROC within 30 days from the date of the order. |
| Step 7: Publication of order In Gazette | The Registrar of Companies do, in his official name and seal, publish the order in the Official Gazette. |
| Step 8: Filling of pending ROC filling | The company shall file pending financial statements and annual returns with the Registrar and comply with the requirements of the Companies Act, 2013. |
List of documents required for filling of Revival Petition
In revival of struck off companies, following is the list of documents-
| Particulars of Documents | Form/ Documents |
| Petition of Company | Form NCLT-9 |
| Copies of Certificate of incorporation, Memorandum and Articles of Association, & Master data | Attach as enclosures |
| Copy of Notices issued by ROC | Copies of form STK -1, STK 5 and STK 7 |
| Evidence regarding payment of Fee | Demand Draft |
| Affidavit Verifying the Petition | Form NCLT-6 |
| Updated Balance Sheets and Annual Returns | Attach as enclosures |
| Evidence that Company has been carrying its business | Bank statements, details of major transactions etc |
| Undertakings if any | In Form of Affidavit |
| Dully Executed Vakalatnama/ Memorandum of Appearance | Form-12 |
Penalty for revival of Struck off Companies
Penalty 1:
Most of the companies have been struck off because of defaulting in filing of Annual Return and Financial Statements, therefore the penalty imposed is generally like ‘Late Fees’.
Penalty 2:
Whole-time Directors are liable to penalty under section 166 (7) of Companies Act, 2013.
Penalty 3:
A disqualified director can be fined anything between 1-5 lakh rupees, based on the severity of non-compliance.
