(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 sub-section (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.
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.
(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
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
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.
- Substituted vide Notification dated 24.08.2022. To view the return,Click Here
- Substituted vide Notification dated 09.06.2022. To view the return,Click Here
- 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.— An application for removal of name of the company under sub-section (2) of section 248 shall be made to the Registrar, Centre for Processing Accelerated Corporate Exit in along with the fee of ten thousand rupees.
An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of ten thousand rupees.
the company shall not file an application unless it has filed overdue financial statements under section 137 and overdue annual returns under section 92, up to the end of the financial year in which the company ceased to carry its business operations:
in case a company intends to file the application after the action under sub-section (1) of section 248 has been initiated by the Registrar, it shall file all pending financial statements under section 137 and all pending annual returns under section 92, before filing the application:
once notice under sub-section (5) of section 248 has been issued by the Registrar for publication pursuant to the action initiated under sub-section (1) of section 248, a company shall not be allowed to file the application under this sub-rule.
(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 ; (a) Government company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; or (b) subsidiary of a Government company, referred to in clause (a), in which the entire paid up share capital is held by that Government company, a duly notarised indemnity bond in Form STK-3A shall be given by an authorised representative, not below the rank of Under Secretary or its equivalent, in the administrative Ministry or Department of the Government of India or the State Government, as the case may be, on behalf of the company; (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; (v) a statement regarding pending litigations, if any, involving the company. The Registrar, Centre for Processing Accelerated Corporate Exit established under sub-section (1) of section 396, shall be the Registrar of Companies for the purposes of exercising functional jurisdiction of processing and disposal of applications made in and all matters related thereto under section 248 having territorial jurisdiction all over India.
(a) Where the Registrar, on examining the application made in , finds that it is necessary to call for further information or finds such application or any document annexed therewith is defective or incomplete in any respect, he shall inform to the applicant to remove the defects and re-submit the complete Form within fifteen days from the date of such information, failing which the Registrar shall treat the Form as invalid in the electronic record, and shall inform the applicant, accordingly.
(b) After the re-submission of the Form or document, if the Registrar finds that the Form or document is defective or incomplete in any respect, he shall give further time of fifteen days to remove such defects or complete the Form, failing which the Registrar shall treat the Form as invalid in the electronic record and shall inform the applicant, accordingly. (c) Any re-submission of the application in made prior to the commencement of the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022 shall not be counted for the purposes of reckoning the maximum number of re-submissions of such Form.
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.
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.
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. 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. 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.
no application in shall be filed by a company unless it has filed overdue returns in Form No. AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and Form No. MGT-7 (Annual Return), up to the end of the financial year in which the company ceased to carry its business operations:
in case a company intends to file after the action under sub-section (1) of section 248 has been initiated by the Registrar, it shall file all pending overdue returns in Form No. AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and Form No. MGT-7 (Annual Return) before filing :
once notice in has been issued by the Registrar pursuant to the action initiated under sub-section (1) of section 248, a company shall not be allowed to file an application in
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;
18.1.5- Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
18.1.6-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
18.1.7-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
18.1.8-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
18.1.9-Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2017 dated 12/04/2017
Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2020 dated 29.06.2020
Enforcement Notification [S.O 4167 (E)] dated 26/01/2016
The Companies (Amendment) Act, 2019 dated 31.07.2019
The Companies (Amendment) Act,2015
The Companies (Amendment) Ordinance, 2018 dated 02.11.2018 [repealed vide the Companies (Amendment) Ordinance, 2019]
The Companies (Amendment) Ordinance, 2019 dated 12.01.2019 w.e.f., 02.11.2018
The Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2019 dated 08.05.2019
General Circular 16/2016
Form No. STK-8 – Statement of Account
Form STK 1 – Notice by Registrar for Removal of names of a company from Register of companies
Form STK 1 substituted vide Notification dated 09.06.2022
Form STK 2- Application by company to ROC for removing its name from register of companies
Form STK 3- Indemnity Bond
Form STK 3A – Indemnity Bond notified on 29.06.2020
Form STK 4- Affidavit
FORM No. STK -4
AFFIDAVIT
(to be given individually by every Director) [Pursuant to sub section (2) of section 248 read with clause (iii) of sub-rule (3) of Rule 4]
———————————————————————-
1. I/ We ……………. Director of………………. (hereinafter called “the Company”), incorporated on …………….. under the Companies Act, 2013 or the Companies Act, 1956 having its registered office at…………………. and having CIN …………… do solemnly affirm and state as under:
(i) I/ We …………….. S/o / D/o Shri/Smt……………. Holder of DIN/Income Tax PAN/Passport number ………………….. (copy of Income Tax PAN/Passport duly attested by a Gazetted Officer or a whole time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) am Director of the Company stated above since………. (mention date of appointment).
(ii) My present residential address is……………………. (copy of documentary evidence duly attested by a Gazetted Officer or a whole time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) is enclosed (Alternatively, an affidavit sworn before Magistrate may be enclosed).
(iii) My permanent address is…………………………… (copy of documentary evidence duly attested by a Gazetted Officer or a whole time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) is enclosed (Alternatively, an affidavit sworn before Magistrate may be enclosed).
(iv) The Company does not maintain any bank account as on date.
(v) The Company ………………… (mention name of the Company) does not have any assets and liabilities as on date.
(vi) The Company has been inoperative from the date of its incorporation/The Company commenced business/operations/commercial activity after incorporation but has been inoperative for the past……………….. year(s) due to following reasons………… (give the reasons here).
(vii) As on date, the Company does not have any dues towards Income Tax/Sales Tax/Central Excise/Banks and Financial Institutions; and other Central or State Government Departments/Authorities or any Local Authorities.
2. I further affirm that –
(i) No inquiry, technical scrutiny, inspection or investigation is ordered or pending against the company;
(ii) No prosecution or any compounding application for any offence under the Act or under any of the other Acts is pending against the company or against the undersigned;
(iii) The company is neither listed nor delisted for non-compliance of listing agreement;
(iv) The company is not a company incorporated for charitable purposes under section 8 of the Companies Act, 2013 or section 25 of the Companies Act, 1956;
(v) The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company;
(vi) No order is in operation staying filing of the documents by a court or tribunal or any other competent authority;
(vii) The company is not prevented from making the applications for strike off as mentioned in section 249 of the Act.
The company has fulfilled all pending compliances, if any [Applicable in case an application under sub-section (2) of section 248 has been filed after the initiation of action under sub-section (1) of section 248].
I solemnly state that the contents of this affidavit are true to the best of my knowledge and belief and that it conceals nothing and that no part of it is false.
Signature:_____________________ (Deponent)
Verification:-
I verify that the contents of this affidavit are true to the best of my knowledge and belief.
Place: Signature______________________ (Deponent)
Date:
Note : Attention is also drawn to provisions of section 449 which provide for punishment for false evidence.
Form STK 5- Public Notice
Form STK 5-A substituted vide Notification dated 09.06.2022
Form STK 6- Public Notice
Form STK 7- Notice of striking off and Dissolution
Form STK-1 Substituted vide MCA Notification dated August 24, 2022
Form STK-2 – Substituted vide MCA Notification dated 17.04.2023
Form STK-5 Substituted vide MCA Notification dated August 24, 2022
Form STK-5A