NCLT Kochi Denies Restoration Of Company Name Due To Prolonged Dormancy And Non-Compliance With Statutory Filing

The National Company Law Tribunal (NCLT), Kochi Bench, has denied the restoration of the company name due to prolonged dormancy and non-compliance with statutory filings. The bench of Judicial Member Vinay Goel and Technical Member Madhu Sinha observed, “The mere intention expressed by the Appellant in its appeal to regularize filings or revive the business at this stage cannot be a ground to restore the name of a company that has remained completely dormant since incorporation.” The bench further discussed the legislative intent behind Section 248 of the Companies Act and observed that the provision is there to remove the defunct companies from the Register, and restoration can be ordered only when there is credible evidence that the company was carrying on business or in operation at the time of strike-off. However, no such evidence was produced. The company appeal under section 252 was filed by one of the directors of M/s. Sakthan Builders and Developers (India) Private Limited. The appeal was filed seeking restoration of the name of the struck-off company in the Register of Companies (“RoC”). Previously, the name of the company was struck off vide STK-7 Notice dated 16.06.2017, due to non-filing of the balance sheet and annual returns from FY 2010-2011 onwards. Since the time of the incorporation of the company, it didn't carry any business except for the purchase of the land, and its operation remained insignificant. The appellant contended that the striking off was carried out due to non-filing of returns, and the appellant was not given the opportunity of being heard. However, the NCLT refuted the contention of the appellant, saying that once the striking-off order was passed, it was the duty of the appellant to appear before the RoC, explaining the reasons for non-compliance with the statutory requirements. “The provisions of the Act cast a continuing duty on the company and its directors to ensure timely filings, irrespective of operational activity. There is no explanation as to why the company did not commence its business after incorporation. Once the company was incorporated, it was the statutory duty of its directors and shareholders to comply with the provisions of the Companies Act in letter and spirit. The non-action or inaction on the part of the company speaks volumes in itself,” the bench observed. Accordingly, the NCLT denied the restoration of the company name but granted it the liberty to pursue the remedy under section 248(8) of the Companies Act, 2013. Case Name: Mr. BIJU V A v. REGISTRAR OF COMPANIES, KERALA & LAKSHADWEEP Case No.: Company Appeal (C/Act)/02/KOB/2025 Coram: Judicial Member Vinay Goel and Technical Member Madhu Sinha For the Appellant: Ms. KPS Suresh, Advocate For the Respondent: Authorised Representative of RoC Order Date: 11.11.2025 Click Here To Read/Download The Order

NCLT Kochi Denies Restoration Of Company Name Due To Prolonged Dormancy And Non-Compliance With Statutory Filing

Mohd.Rehan Ali

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