Engagement
Received a Notice from the ROC? How to Reply to Strike-off, Show Cause and Information Notices
Last reviewed 28 October 2026
Got an STK-1 strike-off notice, a show cause notice for penalty or a section 206 letter from ROC Bangalore? What each notice means, the reply period and next steps.
In short
The Registrar of Companies sends three common kinds of notice. Each has its own law, reply period and consequence. Read which one you have before you reply.
1. Which notice have you received?
| Notice | Law | Reply period | If you do nothing |
|---|---|---|---|
| Strike-off notice (Form STK-1) | Law: s.248(1) and rule 3, Removal of Names Rules 2016 | Reply period: 30 days from the date of the notice | If you do nothing: Public notice (STK-5 / STK-5A), then the name is struck off and the company stands dissolved on Gazette publication (s.248(5)) |
| Show cause notice for penalty (adjudication) | Law: s.454 and rule 3, Adjudication of Penalties Rules 2014 | Reply period: Not less than 15 and not more than 30 days from service; can be extended by up to 15 days | If you do nothing: Penalty order is passed; non-compliance within 90 days is an offence under s.454(8) |
| Notice to furnish information or documents | Law: s.206(1) | Reply period: The reasonable time stated in the notice | If you do nothing: Registrar may call for books for inspection (s.206(3)) or order an inquiry (s.206(4)) |
2. Strike-off notice (STK-1)
The Registrar may propose to strike off a company where it has reasonable cause to believe that:
- the company has not commenced business within one year of incorporation (s.248(1)(a));
- it has not carried on any business or operation for the two immediately preceding financial years and has not applied for dormant status under s.455 (s.248(1)(c));
- the subscribers have not paid the subscription they undertook to pay, and the declaration under s.10A(1) was not filed within 180 days of incorporation (s.248(1)(d));
- it is not carrying on business, as revealed by a physical verification under s.12(9) (s.248(1)(e)).
The notice goes to the company and all its directors at their recorded addresses. It states the reasons and asks for representations, with copies of relevant documents, within 30 days from the date of the notice (s.248(1); rule 3).
What a reply usually contains:
- a point-by-point response to the ground stated in the notice;
- evidence of business carried on: bank statements, GST returns, invoices, contracts;
- proof that pending annual filings (AOC-4, MGT-7/7A) and INC-20A have been filed, or are being filed;
- board resolution authorising a director to file the representation.
If the company has no business and does not object, the reply is an opportunity to consider a voluntary closure under s.248(2) (Form STK-2) instead.
After the 30 days: the Registrar publishes a public notice in Form STK-5 on the MCA website and the Official Gazette, and in Form STK-5A in an English and a vernacular newspaper (rule 7). Tax authorities are informed and get 30 days to object. The final notice of striking off and dissolution is in Form STK-7, published in the Gazette and on the MCA website (rule 9).
Liability does not end with strike-off. The Registrar must be satisfied that provision has been made to realise amounts due to the company and pay its liabilities (s.248(6)). The liability of every director, officer and member continues and can be enforced as if the company had not been dissolved (s.248(7)).
If the name has already been struck off: an appeal lies to the NCLT within three years of the Registrar's order (s.252(1)). The company, a member, creditor or workman can also apply before the expiry of 20 years from the Gazette notice (s.252(3)). See our company restoration page.
3. Show cause notice for penalty (s.454)
Many defaults under the Companies Act are now civil penalties, imposed by an adjudicating officer not below the rank of Registrar (s.454(1), (3)).
- Reply period: not less than 15 and not more than 30 days from service of the notice; extendable by up to 15 days (rule 3(2)).
- Mode: from 16 September 2024, notices, replies, hearings, orders and payment of penalty are handled in electronic mode only through the e-adjudication platform (rule 3A, inserted by G.S.R. 476(E) dated 05.08.2024).
- Hearing: the officer must give a reasonable opportunity of being heard before imposing a penalty (s.454(4)).
- Annual return and financial statements: no penalty is imposed for a default under s.92(4) or s.137(1)/(2) if the default is rectified before, or within 30 days of, the notice. The proceedings are then deemed concluded (proviso to s.454(3)). This relief applies only to these two defaults.
- Appeal: to the Regional Director in Form ADJ, within 60 days from receipt of the order (s.454(5), (6); rule 4).
- Not paying: if the order is not complied with within 90 days, the company is punishable with fine of ₹25,000 to ₹5 lakh, and an officer in default with imprisonment up to six months or fine of ₹25,000 to ₹1 lakh, or both (s.454(8)).
What a reply usually contains: the facts of the default and its period, proof of rectification (filed SRNs), and any reasons for delay. Admitting a filed default with proof of rectification is often better than contesting it.
4. Notice to furnish information (s.206)
On scrutiny of a filed document or information received, the Registrar may ask the company to furnish information, give explanations or produce documents within a reasonable time stated in the notice (s.206(1)). The company and its officers must comply (s.206(2)). If there is no reply or the reply is not satisfactory, the Registrar may call for books of account (s.206(3)).
5. How we help
We read the notice, confirm the ground and the deadline, collect the evidence, draft the reply and file it, and handle the follow-up filings. Share a copy of the notice on WhatsApp or email to get a fee quote.
Documents & E-Forms
- STK-1
- Sec. 248
- Sec. 454
- Sec. 206
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