Restoring Struck-Off Companies: How to File Section 252 Appeal Before NCLT Hyderabad

Restoring Struck-Off Companies: How to File Section 252 Appeal Before NCLT Hyderabad

A practical guide for directors, shareholders, creditors and MSME promoters in Telangana

Introduction

A Section 252 appeal before NCLT Hyderabad is the statutory route to restore a company whose name the Registrar of Companies has struck off the register. Strike-off is common in Telangana when annual returns and financial statements are not filed for two financial years, or when the company never commenced business. Once the name is removed, the company cannot operate bank accounts, sell property, or file statutory forms. Directors also face frozen DINs and continuing personal exposure for past liabilities.

This article explains, in practical terms, when Section 252 applies, who may file, which limitation clock to use, what NCLT Hyderabad expects in the paper book, and what must be done after the restoration order. The guidance is written for directors, shareholders, creditors, workmen and MSME promoters whose company’s registered office is in Telangana. Andhra Pradesh companies go to the Amaravati Bench, not Hyderabad. Outcomes turn on facts, the Gazette date, and the latest NCLT practice — not on a template.

What strike-off actually does

Section 248 of the Companies Act, 2013 gives the Registrar power to remove a company’s name from the register. Typical triggers are failure to commence business within one year of incorporation, no business or operations for two immediately preceding financial years without a dormant-company application, unpaid subscription at incorporation, or physical verification showing the company is not operating.

The usual paper trail is notice in Form STK-1 to the company and directors, public notice in Form STK-5, and final Gazette notice in Form STK-7. On publication of the STK-7 notice in the Official Gazette, the company stands dissolved. The certificate of incorporation is treated as cancelled except for the limited purpose of realising dues and discharging liabilities. Directors, managers and members remain liable for obligations that already existed. Bank accounts are routinely frozen. Property cannot be conveyed in the company’s name. MCA e-filing is blocked because the status shows “Strike Off”.

Strike-off is not the same as winding up under the Insolvency and Bankruptcy Code or a full liquidation. There is no Resolution Professional and no Committee of Creditors. The company simply disappears from the register. That is why restoration is a Tribunal proceeding, not an MCA e-form that the company can file on its own.

Section 252 — three doors, not one

Section 252 is the appeal and application provision. It is not a single limitation period. Filing under the wrong sub-section is a common reason NCLT treats a matter as time-barred.

Section 252(1) — any person aggrieved, three years

Any person aggrieved by the Registrar’s order notifying the company as dissolved may appeal to the Tribunal within three years from the date of that order. The test is whether the removal was justified on the grounds the Registrar used. Before any order, the Tribunal must hear the Registrar, the company and other persons concerned.

A second proviso lets the Registrar himself apply within three years if the name was struck off by inadvertence or on incorrect information given by the company or its directors. ROC applications of this kind are also filed in Form NCLT-9.

Section 252(3) — company, member, creditor or workman, twenty years

This is the provision most Hyderabad restorations actually use. The company, or any member, creditor or workman who feels aggrieved, may apply before the expiry of twenty years from publication in the Official Gazette of the notice under Section 248(5) — in practice, the STK-7 Gazette date.

The Tribunal may restore the name if it is satisfied that the company was carrying on business or was in operation at the time of strike-off, or that it is otherwise just to restore the name. The Tribunal can also give directions to place the company and other persons, as nearly as possible, in the same position as if the name had never been struck off.

NCLAT has held that Section 252 does not split the two sub-sections according to whether strike-off was voluntary or Registrar-initiated. If the applicant is the company, a member, a creditor or a workman, the twenty-year window in Section 252(3) is the relevant clock. Any other “aggrieved person” who does not fit those categories is on the three-year clock in Section 252(1). Get the applicant’s legal character right before you draft the cause title.

Section 252(2) — what happens after the order

Once the Tribunal orders restoration, the company must file a copy of the order with the Registrar within thirty days. The Registrar then restores the name and issues a fresh certificate of incorporation. Missing this thirty-day window can stall MCA status change even after a favourable order. Courts have had to condone delay in Form INC-28 filings. Do not treat the order as self-executing.

Which forum — NCLT Hyderabad

File before the National Company Law Tribunal Bench that has territorial jurisdiction over the company’s registered office. For a company registered in Telangana, that is NCLT Hyderabad (Bench-1 or Bench-2, as allocated). The Bench sits at Corporate Bhawan, Tattiannaram, Bandlaguda, Nagole, Hyderabad — 500068. The Registrar of Companies, Telangana, is the principal respondent and is located in the same Corporate Bhawan complex.

Hyderabad matters are numbered as Company Appeal / CA No. __/252/HDB/year. E-filing is through the NCLT portal at efiling.nclt.gov.in. Physical sets are still expected as per current registry practice — verify the latest Hyderabad Bench filing note before you print. Cause lists and orders are published on nclt.gov.in.

Who should file, and in whose name

Choose the applicant with care. The company itself can apply through a director or authorised representative, but a struck-off company has no living board in the ordinary sense. NCLT Hyderabad routinely accepts petitions by a shareholder-cum-director who verifies the appeal and produces a board resolution or authorisation executed before strike-off, or an affidavit explaining why the individual is competent.

• Company — useful when assets, pending contracts or tax proceedings require the corporate name back on the register.
• Member / shareholder — the most common Hyderabad filing pattern. Produce share certificates, register of members or MCA master data showing shareholding.
• Creditor — banks, suppliers, landlords and, in some Hyderabad matters, the Income Tax Department have used this route to keep a debtor alive for recovery or assessment.
• Workman — unpaid wages or statutory dues can support standing.
• ROC — only under the second proviso to Section 252(1), and only within three years.

A person who is none of these, and who is outside three years from the ROC order, is on thin ice. Do not invent standing.

What NCLT actually looks for

The statutory tests are short. The evidence is not. Hyderabad benches typically want to see that restoration is not a device to revive a shell, evade tax, or park disputed property.

• Business or operations at the time of strike-off: GST or VAT filings, income-tax returns, bank statements, invoices, lease deeds, employee records, or pending civil or tax proceedings.
• Assets that need a living company: immovable property in the company’s name, fixed deposits, receivables, trademarks, or pending insurance claims.
• Just and equitable grounds: strike-off without effective service of STK-1, strike-off despite filings in the pipeline, or a need to complete a sale, succession or litigation.
• Clean-up commitment: a clear undertaking to file all pending AOC-4 financial statements and MGT-7 / MGT-7A annual returns, pay additional fees, and face adjudication for other defaults.

Restoration is discretionary. A company that was genuinely defunct, has no assets and no stakeholder interest, can still be refused. Do not promise a client that NCLT “always” restores.

Step-by-step procedure at NCLT Hyderabad

1. Pull MCA master data, CIN, list of directors, last filed returns, STK-1 / STK-5 / STK-7 notices and the Official Gazette date. The Gazette date drives the twenty-year clock.
2. Decide the applicant and the correct sub-section. Draft a short limitation paragraph that names the STK-7 date and computes time.
3. Collect proof of business, assets or “just” grounds. Bank statements around the strike-off year are often the most persuasive exhibit.
4. Prepare Form NCLT-9 under Rule 87A of the NCLT Rules, 2016, with modifications as needed. Attach Form NCLT-6 affidavit, Form NCLT-12 memorandum of appearance, index, synopsis, list of dates, and numbered annexures.
5. Pay the Tribunal fee. Section 252 is not separately listed in the NCLT Schedule of Fees. Residual item “application under any other provisions not specifically mentioned” is ₹1,000. Confirm the current schedule and payment mode (Bharatkosh / demand draft) on the e-filing portal before you file. To be verified on the date of filing.
6. E-file on efiling.nclt.gov.in selecting NCLT Hyderabad and Section 252. Serve a complete set on the Registrar of Companies, Telangana, and on any other person the Tribunal later directs, at least fourteen days before the hearing.
7. Attend the hearing. ROC usually files a report stating whether there is objection, pending prosecution, or a request for costs and filing of arrears.
8. If restoration is allowed, take certified copies immediately. File Form INC-28 on the MCA portal with the certified order within thirty days of the order. Pay any cost the Bench has directed through MCA miscellaneous fee, quoting the appeal number.
9. File all pending financial statements and annual returns within the time fixed in the order. Ask the ROC to mark the company Active, restore DINs where applicable, and write to the bankers so accounts can be defrozen.

Typical Hyderabad restoration orders also direct the ROC to treat the company as if the name had never been struck off, change status from Strike Off to Active for e-filing, restore and activate DINs if applicable, and intimate bankers. Costs imposed in published Hyderabad orders have ranged from modest sums to several lakhs depending on the period of default and the Bench’s view of the lapse. Do not budget only the ₹1,000 filing fee.

Documents checklist

• Form NCLT-9 petition / appeal with cause title: Applicant versus Registrar of Companies, Telangana (add the company as a party if a member or creditor is the applicant).
• Affidavit verifying the petition (Form NCLT-6) and memorandum of appearance (Form NCLT-12).
• Board resolution or letter of authority, and identity / address proof of the deponent.
• Certificate of incorporation, Memorandum and Articles, and current MCA master data.
• STK-1, STK-5 and STK-7 notices, plus the Official Gazette publication (or MCA download showing the strike-off date).
• Shareholding proof if a member files; loan or invoice proof if a creditor files; appointment / wage proof if a workman files.
• Evidence of business or assets: bank statements, ITR acknowledgements, GST returns, title deeds, pending suit or tax papers.
• Draft undertaking to file pending AOC-4 and MGT-7 / MGT-7A and to pay additional fees and costs.
• Fee receipt / Bharatkosh challan.
• Proof of service on ROC.

Limitation, costs and appeal

Do not confuse the three clocks. Section 252(1) runs three years from the Registrar’s dissolution order. Section 252(3) runs twenty years from Gazette publication of the Section 248(5) notice. The ROC’s own restoration application is also three years. Compute from the document, not from the date the client “found out” on the MCA portal.

If NCLT dismisses the appeal, the next forum is the National Company Law Appellate Tribunal under Section 421 of the Companies Act, 2013. The appeal period is forty-five days from the date a copy of the order is made available, with a further condonable period of forty-five days on sufficient cause. There is no open-ended condonation. A further appeal to the Supreme Court is only on a question of law. Writ to the Telangana High Court is exceptional and is not a substitute for the statutory appeal.

What restoration does not automatically fix

A restoration order brings the company back on the register. It does not wipe every other default.

• Pending annual returns and financial statements must still be filed, with additional fees.
• Director disqualification under Section 164(2) for three consecutive years of non-filing is a separate statutory consequence. Whether restoration revives DIN without further steps depends on facts and current MCA / NCLT practice. To be verified on the individual DIN.
• Income-tax, GST, PF, ESI and municipal dues do not disappear.
• Personal guarantees and cheque-bounce exposure of directors continue.
• A name that has been allotted to another company after strike-off may not be available. The order restores the company; it does not guarantee the old name if the name has since been taken. Flag this before you file.

Common mistakes to avoid

• Filing under Section 252(1) when the applicant is a member or creditor and more than three years have passed — use Section 252(3) and plead the Gazette date.
• Ignoring the STK-7 Gazette date and computing limitation from the MCA “last updated” date.
• Filing at the wrong Bench because the registered office is in Andhra Pradesh (Amaravati Bench) or because the director lives in Hyderabad.
• Producing no contemporaneous proof of business and relying only on a self-serving affidavit.
• Treating the NCLT order as the last step and missing the thirty-day INC-28 / certified-copy filing with ROC.
• Promising the client that costs will be “nominal”. Hyderabad Benches have imposed substantial costs where default ran for many years.
• Assuming civil court or a simple MCA form can restore the name. Section 252 is the statutory forum.
• Using restoration to defeat a pending investigation or to park disputed property without disclosing the dispute to the Tribunal.

When to consult an advocate

• The Gazette date is close to three years or the paper trail of STK notices is incomplete.
• There is immovable property, a frozen current account, or a pending sale that cannot close without an Active CIN.
• Income Tax, GST or a bank is already an objector — or wants to be the applicant.
• Directors are facing Section 164(2) disqualification or DIN deactivation.
• The company was used as a vehicle in a family partition, will or joint-venture and title will break if the name stays struck off.
• An earlier restoration attempt was dismissed or INC-28 was filed late.

An advocate who appears regularly before NCLT Hyderabad will also know the current listing pattern, the ROC report format, and the cost figures the sitting Bench has been imposing. That is not something a generic compliance checklist can replace.

Bullet-point checklist

• Confirm CIN, registered office State (Telangana → NCLT Hyderabad) and strike-off status on MCA master data.
• Download STK-1, STK-5, STK-7 and Official Gazette date.
• Pick the applicant: company / member / creditor / workman / other aggrieved person.
• Pick the section: 252(1) three years from ROC order, or 252(3) twenty years from Gazette.
• Assemble proof of business, assets or just grounds.
• Draft Form NCLT-9, NCLT-6 affidavit, NCLT-12 appearance and annexures.
• Pay ₹1,000 residual Tribunal fee unless the current schedule says otherwise (verify).
• E-file at efiling.nclt.gov.in; serve ROC at least 14 days before hearing.
• After order: certified copy + Form INC-28 within 30 days; pay directed costs on MCA; file pending AOC-4 and MGT-7; write to bankers.

Conclusion

Restoring a struck-off company is a Tribunal case, not a compliance shortcut. For Telangana companies the forum is NCLT Hyderabad, the pleading is Form NCLT-9, and the two limitation clocks in Section 252(1) and Section 252(3) are easy to mix up. The order is only half the work. Certified copy, Form INC-28, MCA costs, pending returns and a letter to the bank complete the revival.

If your company owns land, holds a frozen current account, or faces a tax demand in a dead name, do not wait for the three-year clock to run out. Collect the Gazette notice, the bank statements from the strike-off year, and take advice before the first draft.

Disclaimer

This article is for general information for readers in India, particularly Hyderabad and Telangana. It is not legal advice and does not create an advocate-client relationship. Sections, rules, fees, Bench practice and MCA forms change. Limitation, standing and relief depend on the documents in your matter. Have a practising advocate verify the current text of the Companies Act, 2013, the NCLT Rules, 2016 and the Hyderabad Bench filing protocol before you act.

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• Effect of CIRP on Pending Civil & Criminal Proceedings (Section 138)
• One Time Settlement (OTS) 2026: How to Negotiate with Banks
• Protecting Guarantor Property from SARFAESI Action
• Filing a Writ Against Arbitrary GST Demands — Telangana High Court Checklist
• Can Company Directors Be Personally Liable in Section 138 Cases?

Need to restore a struck-off company in Telangana? Share the CIN, STK-7 / Gazette date and MCA master data. We will map limitation under Section 252(1) or 252(3), identify the correct applicant, and prepare the NCLT Hyderabad paper book — including the INC-28 steps after the order. Book a consultation before the limitation clock or a pending property transaction runs out.