1. REVIVAL OF COMPANIES STRUCK OFF
CS. Devendra V Deshpande
Practicing Company Secretary

2. History of striking off
Section 560 of Companies Act, 1956
20 Years time
High Court Application
Cases where bulk Companies were struck off and revived
Simplified Exit Scheme 2003 and Fast Track Exit Scheme 2011
Probable applicants – No apeal

3. INCOME TAX, CHARGE, PROSECUTION
Present Situation
ROC issued Notices for non filing via upto 2015
STK 1 notice issued – 30 days given
STK 5 Published – 30 days given
STK 5A published – 30 days given
STK 7 will be Published – Few ROC already issued
INCOME TAX, CHARGE, PROSECUTION

4. VARIOUS REPLIES:
Strike off
Do not stike off we will file in some time
Company is in operations
Company has already filed
Strike off with relevant documents
No reply

5. Present Situation STK 2 is available STK 6 will be issued
LLP Striking off is also notified with a simplified process by filing the last financial statement wherein Company did not carry any activity.

6. Section 248 Striking off By ROC: If it has a cause to believe
Not operational since incorporation
Not in operations for two Financial Years and not obtained dormant status under section 455
30 days notice with relevant documents
30 days Public Notice and official gazette
30 days Official Gazette – Dissolved

7. Section 248
Application can be made by obtaining a Special Resolution / consent of 75 % of shareholders
Liabilities should be NIL
Application in STK 2 and with annexures
Notice by ROC – 30 days STK 6
Striking off by publication in official Gazette – Stands dissolved

8. Section 248
ROC shall before issuing final notice make sure that the assets are sufficient for paying of liabilities as well as relevant declarations are received from Directors etc
Directors Liability continues
Assets are available for disposal even after the dissolution
NCLT may pass a order of winding up of struck off company.

9. 248 – roc action can not be taken against
i) listed companies; (ii) companies that have been delisted due to non-compliance (iii) vanishing companies; (iv) inspection or investigation is ordered and being carried out; (v) companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar

10. 248 – roc action can not be taken against
(vi) companies against which any prosecution for an offence is pending in any court; (vii) companies whose application for compounding is pending (viii) companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same; (ix) companies having charges which are pending for satisfaction; and (x) companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act.

11. 249 – Company can not go for striking off if
If in last three months:
Company has shifted registered office from one state to another
Change of name
Have disposed off majority of the assets
Into merger / winding up / bankruptcy Violation penalty Rs. 1,00,000/-

12. 250 – effect of striking off
Dissolved
Certificate of Incorporation is deemed to be cancelled
Except for the realisation from assets and payment of obligations / liabilities.
251 – Fraudulent Application – 447

13. 252 – VIMP 3 ROUTES POSSIBLE:
Appeal in 3 years by any person – aggrieved and feels grounds were not justified
Appeal by ROC within 3 years
Application by a company, or any member or creditor or workman thereof feels aggrieved for restoration of name

14. 252 - VIMP In appeal Fresh Certificate is issued
In application – positions are restored
In appeal one must prove grounds were not justified
In application one must prove that the company was in operations / company was carrying on business / it is just and equitable to restore the name
Appeal in 3 years
Application in 20 years

15. Procedure NCLT 9 – APPLICATION with supportings
Copy to ROC 14 days before hearing
NCLT will pass:
Order as it may deem fit
Direct ROC to publish in official gazette about restoration
Pay Cost
File pending documents within prescribed time

16. Cases so far No order by Mumbai bench so far – 2 CASES FILED
Principal Bench have heard few cases and usually decided as (APPLICATIONS UNDER 560 ORDER UNDER 252):
25000 cost to be paid to PMRF
Liberty to ROC for taking action –
Prerequisit - Filing in 8 weeks
No compounding specified (High Court in almost all cases ordered compounding)

17. CS. Devendra Deshpande +91 – 9823239397 devendracs@gmail.com
Thank You very much !!!
CS. Devendra Deshpande
+91 –