Companies Act Section 252

Companies Act, Section 252: Appeal to Tribunal Against Striking Off of Company’s Name

Section 252 of the Companies Act, 2013 provides a legal remedy for any person aggrieved by the action of the Registrar of Companies (ROC), who has struck off a company's name from the register of companies under Section 248. This section ensures that a company whose name has been removed unjustly or erroneously from the register has the opportunity to be restored, subject to certain conditions. It also empowers the Tribunal and the Registrar to restore the name either on appeal or by suo motu application, and lays down the procedure, timelines, and conditions for such restoration.

Sub-section (1): Right to Appeal by Aggrieved Persons

Any person who is aggrieved by an order passed by the Registrar under Section 248 whereby a company is notified as dissolved has a right to file an appeal before the National Company Law Tribunal (NCLT).

Key Features:

Time Limit for Appeal: The appeal must be filed within three years from the date of the Registrar’s order striking off the name of the company.
Grounds for Appeal: The Tribunal may consider restoring the name of the company if it finds that:
The removal was unjustified, and The grounds based on which the Registrar passed the order did not exist or were inapplicable to the company.
Hearing Process: Before passing any order for restoration, the Tribunal must ensure that a reasonable opportunity is given to:
The Registrar of Companies, The company itself, And all other concerned parties, to make their representations and to be heard.
Registrar’s Own Application:

If the Registrar himself later realises that the striking off of the company’s name was done:
Inadvertently, or Based on incorrect or false information furnished by the company or its directors, he is also empowered to file an application for restoration before the Tribunal.
This application must be made within three years from the date of passing the order under Section 248.
Sub-section (2): Restoration Procedure After Tribunal’s Order

Once the Tribunal passes an order for the restoration of the company’s name to the register of companies, the following process is required:

The company must file a copy of the Tribunal’s order with the Registrar of Companies within 30 days from the date of the order.
Upon receipt of the order:
The Registrar shall restore the name of the company to the register of companies.
A fresh Certificate of Incorporation shall be issued to the company, confirming its legal reinstatement.
This ensures that the company is fully reinstated in law and treated as if its name had never been struck off.

Sub-section (3): Long-Term Right of Appeal by Company, Members, Creditors, or Workmen

This sub-section provides an extended timeline for certain stakeholders to approach the Tribunal for restoration, even long after the company has been dissolved.

Who Can Apply?

The company itself, Any member of the company, Any creditor of the company, Any workman associated with the company.
Time Limit:

These stakeholders can file an application before the Tribunal within twenty years from the date of publication of the notice in the Official Gazette under Section 248(5).
Grounds for Restoration:

The Tribunal may order restoration of the company’s name if it is satisfied that:

The company was carrying on business or operations at the time of the striking off; or It is otherwise just and equitable to restore the company’s name.
Tribunal’s Powers:

The Tribunal may issue any necessary directions to facilitate the restoration.
It may make provisions to place the company and other stakeholders in the same legal position as nearly as possible as if the name of the company had never been struck off.
This wide power ensures equitable justice and proper restoration of rights for those adversely affected by the dissolution.