Tribunal Upholds Strike-Off of Dormant Company, Denies Restoration Appeal

National Company Law Tribunal Kochi Bench dismisses appeal by Sakthan Builders and Developers, citing prolonged non-compliance and lack of business operations.

In a recent judgment dated November 11, 2025, the National Company Law Tribunal (NCLT) Kochi Bench has dismissed the appeal filed by Mr. Biju V A, director of Sakthan Builders and Developers (India) Private Limited, seeking restoration of the company's name in the Register of Companies. The appeal was made under Section 252 of the Companies Act, 2013, following the strike-off by the Registrar of Companies, Kerala & Lakshadweep, due to prolonged non-compliance with statutory obligations and dormant status since incorporation.

The company, which was incorporated on October 6, 2010, had its name struck off on June 16, 2017, due to failure to file balance sheets and annual returns from the fiscal year 2010-2011 onwards. Despite initial land purchase in December 2010, the company did not undertake any business activities thereafter. The appellant argued that the strike-off was unjust, citing lack of awareness and coordination with professionals as reasons for non-compliance, and expressed intentions to regularize filings and resume business activities.

However, the Tribunal found that mere ownership of immovable property without evidence of commercial transactions or revenue generation did not constitute carrying on business or operations. Furthermore, the Tribunal emphasized the statutory duty of directors and shareholders to comply with the provisions of the Companies Act, irrespective of operational activity. The appellant's failure to demonstrate irregularity in the strike-off process or provide evidence of operational business at the time of strike-off led to the dismissal of the appeal.

The Tribunal underscored the legislative intent of Section 248, aimed at removing defunct companies from the register, stating that restoration can only be ordered when credible evidence shows the company was carrying on business or in operation at the time of strike-off. The judgment concludes that the remedy for the appellant lies under Section 248(8) of the Companies Act, 2013.

This decision highlights the importance of compliance with statutory obligations and reinforces the procedure for striking off non-compliant and inactive companies from the register, ensuring that only active companies remain listed.

Bottom Line:

Restoration of struck-off company under Section 252 of Companies Act, 2013 - Tribunal dismissed appeal for restoration due to prolonged non-compliance with statutory obligations and dormant status of the company since incorporation.

Statutory provision(s): Section 248, Section 252, Section 455, Section 220, Section 159, Section 137, Section 92 of the Companies Act, 2013.

Mr. Biju V A v. Registrar Of Companies, Kerala & Lakshadweep, (NCLT)(Kochi Bench) : Law Finder Doc Id # 2807185