valid as on 17/12/2018

Section 248. Power of Registrar to remove name of company from register of companies
Effective from 26.12.2016

(1) Where the has to believe that—

(a) a  has failed to commence its business within one year of its incorporation ;

 the subscribers to the memorandum have not paid the subscription which they had undertaken to pay within a period of one hundred and eighty days from the date of incorporation of a company and a declaration under sub-section (1) of section 11 to this effect has not been filed within one hundred and eighty days of its incorporation; or

(c) a company is not carrying on any business or operation for a period of two immediately preceding  and has not made any application within such period for obtaining the status of a dormant company under  section 455, he shall send a to the company and all the   of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.

the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under sub­section (1) of section 10A; or

the company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of section 12.

(2) Without prejudice to the provisions of sub-section (1), a company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent. in terms of , file an in the to the Registrar for removing the name of the company from the on all or any of the grounds specified in sub-section (1) and the Registrar shall, on receipt of such application, cause a public notice to be issued in the :

Provided that in the case of a company regulated under a special Act, approval of the regulatory body constituted or established under that Act shall also be obtained and enclosed with the application.

(3) Nothing in sub-section (2) shall apply to a company registered under section 8.

(4) A notice issued under sub-section (1) or sub-section (2) shall be published in the prescribed manner and also in the Official Gazette for the information of the general public.

(5) At the expiry of the time mentioned in the notice, the Registrar may, unless cause to the contrary is shown by the company, strike off its name from the register of companies, and shall thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the company shall stand dissolved.

(6) The Registrar, before passing an order under sub-section (5), shall satisfy himself that sufficient provision has been made for the realisation of all amount due to the company and for the payment or discharge of its liabilities and obligations by the company within a reasonable time and, if necessary, obtain necessary undertakings from the , director or other persons in charge of the management of the company:

Provided that notwithstanding the undertakings referred to in this sub-section, the assets of the company shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the company from the register of companies.

(7) The liability, if any, of every director, or other who was exercising any power of management, and of every member of the company dissolved under sub-section(5), shall continue and may be enforced as if the company had not been dissolved.

(8) Nothing in this section shall affect the power of the to wind up a company the name of which has been struck off from the register of companies.

2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
Refer Rule 3 of Companies (Removal of Names of the Companies from the Register of Companies) Rules, 2016. To view the rule,Click Here
2(20) Company means a company incorporated under this Act or under any previous company law
Inserted vide Companies (Amendment) Act, 2015. To view the notification,Click Here
Omitted vide Companies (Amendment) Act, 2015. To view the notification,Click Here
2(41) Financial Year, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that on an application made by a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year:

Provided further that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause

Provided also that in case of a Specified IFSC public company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

Provided also that in case of a Specified IFSC private company, which is a subsidiary of a foreign company, the financial year of the subsidiary may be same as the financial year of its holding company and approval of the Tribunal shall not be required.

Inserted vide the Companies (Amendment) Ordinance, 2018 dated 02.11.2018. To view the Ordinance,Click Here
Refer Rule 7 of Companies (Removal of Names of the Companies from the Register of Companies) Rules, 2016. To view the rule,Click Here
2(34) Director means a director appointed to the Board of a company
Inserted vide the Companies (Amendment) Ordinance, 2018 dated 02.11.2018. To view the Ordinance,Click Here
Inserted vide the Companies (Amendment) Ordinance, 2018 dated 02.11.2018. To view the Ordinance,Click Here
2(55) Member, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

2(64) Paid-up share capital or share capital paid-up means such aggregate amount of money credited as paid-up as is equivalent to the amount received as paid-up in respect of shares issued and also includes any amount credited as paid-up in respect of shares of the company, but does not include any other amount received in respect of such shares, by whatever name called
Refer General Circular 16/2016. To view the circular,Click Here
Refer Rule 4, 5, 6, 8 of Companies (Removal of Names of the Companies from the Register of Companies) Rules, 2016. To view the rule,Click Here
2(74) Register of companies means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act
Refer Rule 7 of Companies (Removal of Names of the Companies from the Register of Companies) Rules, 2016. To view the rule,Click Here
Refer Rule 9 of Companies (Removal of Names of the Companies from the Register of Companies) Rules, 2016. To view the rule,Click Here
2(54) Managing director means a director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called.

Explanation.—For the purposes of this clause, the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within the substantial powers of management

2(53) Manager means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not.
2(59) Officer includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act
2(90) Tribunal means the National Company Law Tribunal constituted under section 408

18.1.3- Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

3. Removal of name of company from the Register on suo-motu basis.– (1) The Registrar of Companies may remove the name of a company from the register of companies in terms of sub-section (1) of section 248 of the Act:

Provided that following categories of companies shall not be removed from the register of companies under this rule and rule 4, namely:-

(i) listed companies;

(ii) companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;

(iii) vanishing companies;

(iv) companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;

(v) companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under section 208 has not yet been submitted or follow up of instructions on report under section 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;

(vi) companies against which any prosecution for an offence is pending in any court;

(vii) companies whose application for compounding is pending before the competent authority for compounding the offences committed by the company or any of its officers in default;

(viii) companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;

(ix) companies having charges which are pending for satisfaction; and

(x) companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act.
Explanation.– For the purposes of clause (iii), the expression “vanishing company” means a company, registered under the Act or previous company law or any other law for the time being in force and listed with Stock Exchange which has failed to file its returns with the Registrar of Companies and Stock Exchange for a consecutive period of two years, and is not maintaining its registered office at the address notified with the Registrar of Companies or Stock Exchange and none of its directors are traceable.

(2) For the purpose of sub-rule (1), the Registrar shall give a notice in writing in which shall be sent to all the directors of the company at the addresses available on record, by registered post with acknowledgement due or by speed post.

(3) The notice shall contain the reasons on which the name of the company is to be removed from the register of companies and shall seek representations, if any, against the proposed action from the company and its Directors along with the copies of relevant documents, if any, within a period of thirty days from the date of the notice.

To view the return,Click Here

18.1.4- Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

4. Application for removal of name of company.—(1) An application for removal of name of the company under sub-section (2) of section 248 shall be made in along with the fee of five thousand rupees.
(2) Every application under sub-rule (1) shall accompany a no objection certificate from appropriate Regulatory Authority concerned in respect of following companies, namely :-

(i) companies which have conducted or conducting non-banking financial and investment activities as referred to in the Reserve Bank of India Act, 1934 (2 of 1934) or rules and regulations thereunder;

(ii) housing finance companies as referred to in the Housing Finance Companies (National Housing Bank) Directions, 2010 issued under the National Housing Bank Act, 1987 (53 of 1987);

(iii) insurance companies as referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations thereunder;

(iv) companies in the business of capital market intermediaries as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;

(v) companies engaged in collective investment schemes as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;

(vi) asset management companies as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;

(vii) any other company which is regulated under any other law for the time being in force.

(3) The application in shall be accompanied by –

(i) indemnity bond duly notarised by every director in ;

(ii) a statement of accounts containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant;

(iii) An affidavit in by every director of the company;

(iv) a copy of the special resolution duly certified by each of the directors of the company or consent of seventy five per cent of the members of the company in terms of paid up share capital as on the date of application;

(v) a statement regarding pending litigations, if any, involving the company.

To view the return,Click Here
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18.1.5- Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

5. Manner of filing of application.– (1) The application in shall be signed by a director duly authorised by the Board in their behalf.

(2) Where the director concerned does not have a registered digital signature certificate, a physical copy of the form duly filled in shall be signed manually by the director duly authorised in that behalf and shall be attached with the while uploading the form.

To view the return,Click Here
To view the return,Click Here

18.1.6-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

6. Form to be certified.– The shall be certified by a Chartered Accountant in whole time practice or Company Secretary in whole time Practice or Cost Accountant in whole time practice, as the case may be.

To view the return,Click Here

18.1.7-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

7. Manner of publication of notice – (1) The notice under sub-section (1) or sub-section (2) of section 248 shall be in , as the case may be, and be-

(i) placed on the official website of the Ministry of Corporate Affairs on a separate link established on such website in this regard;

(ii) published in the Official Gazette;

(iii) published in English language in a leading English newspaper and at least once in vernacular language in a leading vernacular language newspaper, both having wide circulation in the State in which the registered office of the company is situated.

Provided that in case of any application made under sub-section (2) of section 248 of the Act, the company shall also place the application on its website, if any, till the disposal of the application.

the publication of notice under clause (iii) of this sub-rule in respect of cases falling under sub-section (1) of section 248 shall be in

(2) The Registrar of Companies shall, simultaneously intimate the concerned regulatory authorities regulating the company, viz, the Income-tax authorities, central excise authorities and service-tax authorities having jurisdiction over the company, about the proposed action of removal or striking off the names of such companies and seek objections, if any, to be furnished within a period of thirty days from the date of issue of the letter of intimation and if no objections are received within thirty days from the respective authority, it shall be presumed that they have no objections to the proposed action of striking off or removal of name.

To view the return,Click Here
Inserted vide Companies (Removal of Names of companies from the Register of Companines) Amendment Rules, 2017 dated 12.04.2017 . To view the notification,Click Here
To view the return,Click Here

18.1.8-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

8. Manner of notarisation, appostilisation or consularisation of indemnity bond and declaration in case of foreign nationals or non-resident Indians:- For the purposes of these rules, if the person is a foreign national or non-resident Indian, the indemnity bond, and declaration shall be notarised or appostilised or consularised.


18.1.9-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

9. Notice of striking off and dissolution of company. – The Registrar shall cause a notice under subsection (5) of section 248 of striking off the name of the company from the register of companies and its dissolution to be published in the Official Gazette in and the same shall also be placed on the official website of the Ministry of Corporate Affairs.

To view the return,Click Here

Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2017 dated 12/04/2017


Enforcement Notification [S.O 4167 (E)] dated 26/01/2016

 

 


The Companies (Amendment) Act,2015

 


The Companies (Amendment) Ordinance, 2018 dated 02.11.2018


General Circular 16/2016


Form STK 1 – Notice by Registrar for Removal of names of a company from Register of companies


Form STK 2- Application by company to ROC for removing its name from register of companies


Form STK 3- Indemnity Bond


Form STK 4- Affidavit


Form STK 5- Public Notice


Form STK 6- Public Notice


Form STK 7- Notice of striking off and Dissolution


Form STK-5A


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