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Corporate Law / Revival

Revival of a Struck-Off Company Under Section 252: NCLT Application, Limitation, and Practical Hurdles

An analysis of the Section 252 revival mechanism, the two limitation regimes for members and creditors, and the NCLT's strict approach to condonation of delay.

29 Oct 20263 min read

A company whose name has been struck off from the register is not necessarily dead. Section 252 of the Companies Act, 2013 ("the Act") permits the NCLT to restore the company's name to the register on the application of a member, creditor, workman, or other aggrieved person. The revival is not automatic; it is subject to limitation, and the NCLT has been strict in applying the statutory timelines.

The Two Limitation Regimes

Section 252(1) permits a member, creditor, or workman to apply for revival within twenty years from the date of publication of the strike-off notice in the Official Gazette. Section 252(3) permits an application by the company or any other person within three years from the date of the ROC's order. The NCLT has interpreted the provisions to mean that an appeal under Section 252(1) must be filed within three years from the date of the ROC's order, and the twenty-year period applies only to the categories specified in Section 252(1).

The NCLT Ahmedabad, in a 2026 decision, rejected the ROC's plea to condone a delay of 4,215 days in restoring a struck-off company. The Tribunal held that the delay was far beyond the three-year limitation period and that the ROC's justification based on alleged subsisting charges was untenable. The NCLT Indore, in contrast, restored Mandovi Marine Pvt. Ltd. despite non-filing since 1991, because the shareholders had filed the petition within the statutory limitation period.

The Procedure

The revival application is filed before the NCLT in the prescribed form, with the documents specified in the rules, including the strike-off order, the proof of membership or creditorship, and the reasons for the revival. The NCLT may direct the ROC to restore the company's name, and the company must file the outstanding returns and pay the penalties before the restoration is complete.

The revival does not automatically validate the acts done during the period of strike-off. The NCLT may impose conditions, including the filing of the outstanding returns and the payment of the statutory dues.

The Practical Hurdles

The revival is expensive and time-consuming. The company must file the outstanding returns for the entire period, pay the late filing fees and penalties, and regularise its GST and other registrations. The directors who were disqualified under Section 164(2) may remain disqualified even after the revival, because the disqualification is based on the non-filing, not on the strike-off.


Call to Action

Anuj Desai & Associates advises members, creditors, and companies on the Section 252 revival—from the limitation analysis and the NCLT application to the compliance with the restoration conditions. If your company has been struck off and you wish to revive it, we can help you assess the timeline and the procedure.

📧 office@anujdesaiassociates.com
📞 9619456656
🌐 https://anujdesaiassociates.com
🔗 linkedin.com/in/ca-anuj-desai-122547230

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