ROC Strike Off & Company Restoration Under Sections 248 and 252: NCLT Appeal, 3-Year/20-Year Limitation, Form NCLT-9, Fees & 2026 Law

By Adv. Govind Bali | Updated: 21 August 2026

When the Registrar of Companies removes a company’s name from the register under Section 248 of the Companies Act, 2013, the legal consequence is serious: the company stands dissolved from the date specified in the Gazette notice, its certificate of incorporation is deemed cancelled, and it can no longer ordinarily operate as a going concern. Yet strike off is not always the end of the road. Section 252 creates more than one restoration route, with very different limitation periods and standing requirements.

This guide explains the grounds for ROC strike off, the distinction between Section 252(1), the second proviso to Section 252(1), and Section 252(3), NCLT filing under Rule 87A and Form NCLT-9, limitation, evidence, court fee, post-restoration compliance, appeals and recent 2026 developments.

Quick legal position

Issue	Current position
ROC strike off power	Section 248(1), Companies Act, 2013
Voluntary strike off	Section 248(2), subject to statutory conditions and Section 249 restrictions
Appeal against ROC strike off	Section 252(1): any person aggrieved, within 3 years from ROC order
ROC’s own restoration application	Second proviso to Section 252(1): within 3 years where strike off was inadvertent or based on incorrect information
Restoration application by company/member/creditor/workman	Section 252(3): before expiry of 20 years from Official Gazette publication under Section 248(5)
Form	Form NCLT-9 under Rule 87A, NCLT Rules, 2016
Service	Copy to ROC and persons directed by Tribunal, at least 14 days before hearing under Rule 87A
NCLT filing fee	₹1,000 under the current residual Schedule-of-Fees entry because Section 252 is not separately listed
Certified copy to ROC after restoration	Within 30 days under Rule 87A(4)(a), unless the order imposes further directions
Appeal from NCLT	Section 421 to NCLAT within 45 days; further period up to 45 days may be condoned
Further appeal	Section 423 to Supreme Court on a question of law within 60 days; further period up to 60 days may be condoned

Section 248: when can ROC strike off a company?

Section 248(1) permits the Registrar to commence strike-off action where there is reasonable cause to believe that one or more statutory grounds exist. The currently material grounds include:

the company failed to commence business within one year of incorporation;
the company has not carried on any business or operation for two immediately preceding financial years and has not applied for dormant-company status under Section 455;
the subscribers to the memorandum have not paid the subscription undertaken at incorporation and the declaration contemplated by Section 10A was not filed within the prescribed period;
physical verification under Section 12(9) reveals that the company is not carrying on business or operations.

The Registrar is required to issue the statutory notice and follow the procedure prescribed under the Act and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. The procedural record is important because a defective notice, absence of jurisdictional facts, or non-publication of the Gazette notice can materially affect the restoration remedy.

Voluntary strike off under Section 248(2)

A company may itself seek removal of its name after extinguishing all liabilities and complying with the statutory route. Section 249 imposes important restrictions on such voluntary applications, including restrictions where, during the preceding three months, the company has changed its name or shifted its registered office from one State to another, disposed of property outside the ordinary winding-up context, engaged in activities other than those necessary to conclude its affairs or comply with law, has a pending compromise/arrangement proceeding, or is being wound up.

Voluntary strike off should not be used as a device to defeat creditors, taxes, pending litigation or statutory liabilities. Section 251 preserves personal consequences where a strike-off application is made fraudulently to evade liabilities, deceive creditors or defraud persons.

Effect of dissolution under Section 250

Once the company is dissolved pursuant to Section 248, it ceases to operate as a company from the date mentioned in the Section 248(5) notice and its certificate of incorporation is deemed cancelled. However, Section 250 preserves the dissolved company’s legal existence to the limited extent necessary for realising amounts due to the company and for payment or discharge of liabilities or obligations.

This limited survival does not mean that the company may freely resume business. Restoration is required where normal corporate functioning, statutory filing, transfer of assets, operation of bank accounts, recovery proceedings or other corporate acts require revival of legal status.

Three distinct restoration routes under Section 252

1. Section 252(1): appeal by any person aggrieved — 3 years

Section 252(1) permits any person aggrieved by an ROC order notifying a company as dissolved under Section 248 to file an appeal before the NCLT within three years from the date of the ROC order. If the Tribunal concludes that removal was unjustified because the statutory grounds did not exist, it may order restoration.

This route is conceptually an appeal against the correctness of the ROC’s strike-off order.

2. ROC application under the second proviso to Section 252(1) — 3 years

If the Registrar itself is satisfied that the company was struck off inadvertently or on the basis of incorrect information furnished by the company or its directors, the Registrar may, within three years from the date of the order dissolving the company, apply to the Tribunal for restoration.

The ROC cannot ordinarily bypass this statutory mechanism by administratively treating a struck-off company as revived. The Delhi High Court in Harsh Pal Singh v. Union of India emphasised that where the statute requires the ROC to move NCLT within the prescribed period, restoration cannot be achieved by an informal administrative route.

3. Section 252(3): application by company/member/creditor/workman — 20 years

Section 252(3) permits an application by the company itself, any member, creditor or workman before the expiry of twenty years from publication of the Section 248(5) notice in the Official Gazette. The Tribunal may restore the company if satisfied that:

the company was carrying on business at the time of strike off; or
the company was in operation at that time; or
otherwise it is just that the company be restored.

This is materially broader than Section 252(1). The applicant does not necessarily have to establish that the ROC’s order was legally wrong; restoration can also be granted where the “otherwise just” limb is independently satisfied.

Section 252(1) vs Section 252(3): do not confuse them

Point	Section 252(1)	Section 252(3)
Nature	Appeal against ROC strike-off order	Restoration application
Who may file	Any person aggrieved	Company, member, creditor or workman
Limitation	3 years from ROC order	20 years from Gazette publication
Core test	Whether removal was unjustified because Section 248 grounds were absent	Business/operation at strike off or “otherwise just” to restore
Practical use	Challenge illegality or factual error in strike off	Revival for operations, assets, liabilities, litigation, creditor/tax recovery or justice to stakeholders

What does “otherwise it is just” mean?

The phrase “otherwise it is just” gives NCLT a substantial but judicially controlled discretion. It is not a blanket licence to revive every non-compliant shell company merely because restoration is convenient.

NCLAT in Urvashi Infrastructure Ltd. v. Registrar of Companies explained that the expression must be applied to situations where restoration is fair in the interests of the company or stakeholders, but cannot be used arbitrarily where the company was genuinely non-operational and restoration would defeat the statutory purpose of strike off.

Factors that may support the “otherwise just” limb include:

substantial immovable or movable assets standing in the company’s name;
pending litigation that cannot effectively continue without restoration;
outstanding recoverable receivables or enforceable contractual rights;
creditors whose recovery requires restoration of the corporate debtor;
government tax claims or statutory proceedings requiring legal existence of the company;
bank accounts, securities or property that remain blocked because of strike off;
evidence of genuine business activity despite filing defaults.

Assets alone: enough for restoration?

Not invariably. Asset ownership is often a powerful factor because striking off a company with substantial assets may prejudice members and creditors. But NCLAT has also cautioned that the existence of an asset cannot be treated as an automatic restoration entitlement if the surrounding facts show prolonged non-operation, shell-company characteristics, unlawful activity or misuse of corporate form.

The correct pleading is therefore not merely “the company owns land worth ₹X”. The petition should explain why the asset requires restoration, who is prejudiced, what lawful corporate purpose is to be achieved, and how the company will regularise all statutory defaults.

Rule 87A and Form NCLT-9

Rule 87A of the NCLT Rules, 2016 governs both an appeal under Section 252(1) and an application under Section 252(3). The proceeding is filed in Form NCLT-9, with modifications necessary to fit the relief sought.

A copy of the appeal/application must be served on the Registrar and such other persons as the Tribunal directs, not less than 14 days before the date fixed for hearing.

If restoration is ordered, Rule 87A contemplates, among other things:

delivery of a certified copy of the NCLT order to the ROC within 30 days;
publication/action by ROC in accordance with the rule;
such filing of overdue documents and payment of fees/additional fees as the Tribunal may direct;
payment of restoration costs where imposed by the Tribunal.

Current NCLT filing fee

The current NCLT Schedule of Fees does not separately list Section 252. The residual entry for an application under any other provision not specifically mentioned in the Schedule prescribes a fee of ₹1,000. This should be distinguished from additional MCA filing fees, restoration costs imposed by the Bench, counsel/welfare/court-fee requirements applicable to the vakalatnama, and charges for obtaining certified copies.

Territorial jurisdiction

The proceeding is ordinarily filed before the NCLT Bench exercising territorial jurisdiction over the registered office of the company. Current MCA master data, the historical registered office at the time of strike off, and any subsequent restoration-related address issue should be checked before filing.

Documents ordinarily required for a Section 252 petition

certificate of incorporation and CIN particulars;
current and historical MCA master data;
STK-1/STK-5/STK-7 notices or other ROC strike-off documents, where available;
Official Gazette publication under Section 248(5);
memorandum and articles of association;
latest filed and unfiled financial statements;
income-tax returns, GST returns or other tax records supporting operation;
bank statements showing business transactions;
invoices, contracts, purchase/sale documents and employee records;
title deeds or asset records;
details of creditors and debtors;
pending litigation pleadings and orders;
shareholding and directorship records;
affidavit explaining the filing default and proposed compliance;
undertaking to file overdue annual returns and financial statements;
proof of service on ROC and other respondents.

How to prove that the company was “carrying on business or in operation”

The strongest petitions rely on objective contemporaneous evidence, not only affidavits executed after strike off. Useful records include bank activity, audited accounts, GST or tax filings, invoices, salary payments, lease documents, electricity consumption, statutory licences, project correspondence, contracts and evidence of asset deployment in the company’s objects.

The key period is the time around the strike-off action. Records generated long after strike off may explain the need for revival, but they do not necessarily prove that the company was in operation when its name was removed.

Restoration for creditors and government departments

Section 252(3) expressly allows creditors to seek restoration. This is commercially significant where a creditor needs the company restored to pursue recovery, execute a decree, continue insolvency-related steps, enforce security or proceed with tax assessment/recovery.

In 2026, NCLAT Chennai considered restoration applications pursued by the Income Tax Department so that legitimate government dues could be recovered. The Appellate Tribunal accepted that Rule 87A permits imposition of restoration costs but held that costs must be justified and quantified; a statutory authority performing its public duty should not mechanically be saddled with costs merely because it sought restoration for tax recovery.

2026 case law

V. Sundar v. Registrar of Companies — NCLAT Chennai, 6 April 2026

NCLAT considered a challenge to rejection of a Section 252(3) restoration petition. The decision reinforces that the applicant must establish either that the company was carrying on business/in operation at the relevant time or demonstrate an independent “otherwise just” basis for restoration. A bare request for revival is insufficient.

Pawan Kumar Jain v. Union of India — Delhi High Court, 29 April 2026

The Delhi High Court dealt with a case where no valid Gazette notification of strike off was shown. The Court held, on those facts, that the limitation contemplated by Section 252(3) had not commenced because the statutory Gazette publication itself was absent. The decision is important for cases where ROC records, Gazette publication and the formal dissolution process do not align.

Income Tax Department v. Registrar of Companies — NCLAT Chennai, 17 June 2026

NCLAT examined costs imposed in restoration proceedings initiated by the Income Tax Department. It held that Rule 87A(4)(c) permits costs, but the levy must be supported by justification and quantification. The ruling is useful beyond tax cases because it confirms that restoration costs are discretionary judicial orders, not automatic statutory penalties.

Harsh Pal Singh v. Union of India — Delhi High Court, 11 March 2025

The Court emphasised the statutory mechanism in the second proviso to Section 252(1): if the ROC considers that the company was struck off inadvertently or on incorrect information, the Registrar must move NCLT within the prescribed three-year period. Restoration cannot be treated as a purely administrative correction outside the statutory process.

Common grounds on which restoration is refused

no credible evidence of business or operation at the relevant time;
no substantial asset, liability, litigation or stakeholder prejudice justifying revival;
petition filed only to avoid consequences of prolonged non-compliance;
documents generated after the event with no contemporaneous support;
company functioned as a shell or was used for unlawful/diversionary transactions;
standing of the applicant under Section 252(3) is not established;
limitation under the invoked sub-section has expired;
the restoration narrative is inconsistent with tax, banking or MCA records.

How to draft a strong restoration petition

Choose the correct sub-section. Do not plead a Section 252(1) appeal and Section 252(3) application interchangeably.
Plead limitation separately. Identify the ROC order date and Gazette publication date.
Explain why strike off occurred. Give a candid chronology of filing defaults and notices.
Prove operation or justice. Attach contemporaneous business records, assets, liabilities, litigation or creditor claims.
Show future compliance. Set out which annual returns/financial statements will be filed immediately after restoration.
Seek consequential relief. Pray for restoration to active status, filing access, activation of relevant corporate records and such directions as necessary to place the company and stakeholders as nearly as possible in the pre-strike-off position.

Post-restoration compliance

Restoration does not erase earlier statutory defaults. NCLT orders commonly direct the company to:

file all overdue annual returns and financial statements;
pay normal and additional statutory filing fees;
file the restoration order/INC-28 where applicable;
comply with costs imposed by the Tribunal;
deliver the certified copy to ROC within the time specified;
regularise consequential MCA filing and corporate-record issues.

Recent NCLT orders show that restoration costs can vary significantly depending on the period of default and the facts. A petitioner should therefore budget not only for the ₹1,000 NCLT filing fee but also for additional filing fees, restoration costs and professional compliance work after revival.

Can directors be automatically restored?

Restoration of the company and restoration of every consequence affecting directors are not always identical questions. DIN disqualification, director status, defaults under Sections 164/167 and MCA technical blocks may require separate legal analysis depending on the period and basis of disqualification. The restoration prayer should therefore not assume that every director-related consequence disappears automatically.

Can a struck-off company sue or be sued?

Section 250 preserves the dissolved company for limited purposes relating to realisation of amounts due and discharge of liabilities. Yet where substantive litigation, contractual enforcement, property transfer, corporate authorisation or execution requires an active legal entity, restoration is often sought to avoid maintainability and enforcement complications.

Appeal from NCLT restoration order

An aggrieved person may appeal an NCLT order to NCLAT under Section 421 within 45 days from the date on which a copy of the order is made available. NCLAT may condone a further period not exceeding 45 days on sufficient cause.

A further appeal to the Supreme Court under Section 423 lies on a question of law within 60 days, with a further condonable period up to 60 days.

Frequently asked questions

What is the limitation for restoration of a struck-off company?

It depends on the route. Section 252(1) appeal: 3 years from ROC order. Section 252(3) restoration application by company/member/creditor/workman: 20 years from publication of the Section 248(5) Gazette notice.

Can a creditor seek restoration?

Yes. Section 252(3) expressly includes a creditor.

Can an Income Tax authority seek restoration?

Yes, where restoration is necessary to pursue legitimate tax proceedings or recovery, subject to the statutory route and Tribunal satisfaction.

What form is used?

Form NCLT-9 under Rule 87A.

What is the NCLT filing fee?

Section 252 is not separately enumerated in the current Schedule of Fees; the residual entry for unlisted provisions is ₹1,000.

Does ownership of property guarantee restoration?

No. It is a significant factor but not an automatic entitlement. The petition must establish business/operation or a genuine “otherwise just” reason for revival.

Can restoration be sought after more than three years?

Potentially yes under Section 252(3), provided the applicant falls within the permitted categories and applies before expiry of 20 years from the Gazette publication. The 3-year period under Section 252(1) is a different remedy.

Primary legal sources

This article is a legal information resource. A restoration petition should be settled only after checking the exact ROC order, Gazette publication, corporate master data, pending statutory filings, assets, liabilities and the correct Section 252 route.

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