Procedure and Provisions for Strike off the Companies
Chapter
XVIII of the Companies Act, 2013 provide two way for Removal of Names of
Companies From the Registrar of Companies
Vide MCA notification w.e.f. 26th Dec, 2016
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On an application by the
Companies, (Section 248(2) of the Companies Act, 2013
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By Suo-moto of ROC (Sec248(1) of the Companies Act, 2013
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A company
may after extinguishing all its liabilities, by a special resolution or
consent of seventy five (75%) percent members in terms of paid-up share
capital, file an application in form STK-2 along with the fee of Rs. 5000/-
to the registrar for removing the name of the company from the register of
companies on all or any of the ground specified in sub-section (1) of section
248 of the companies Act, 2013.
On receipt
of an application registrar issue a public notice pursuant to Rule 4 of the
companies (Removal of Name of Companies form Registrar of Companies) Rules,
2016.
Restriction
for file an application under section 248(2) of the companies Act, 2013
Company
has changed its name or shifted its registered office from one state to
another and 3 month hasn’t lapse.
Disposal
for value of property or rights held by it, immediately before cesser of
trade or otherwise carrying on of business, for the purpose of disposal for
gain in the normal course of trading or otherwise carrying on of business and
3 month hasn’t lapse.
Engaged in
any other activity except the one which is necessary or expedient for the
purpose of making an application under that section, or deciding whether to
do so or concluding the affairs of the company, or complying with ant
statutory requirement and 3 month hasn’t lapse.
Company
has made an application to the Tribunal for the sanctioning of a compromise
or arrangement and the matter has not been finally concluded and 3 month hasn’t
lapse.
In the
process of winding up whether voluntarily or by the Tribunal
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If a
company has failed to commence its business within one year or its
incorporation or,
A company is not carrying any business or
operation for a period of two immediately preceding the financial years and
has not made any application within such period for obtaining the status of a
dormant company under section 455 of the companies Act, 2013.
Exception
of Section 248(1) of the Companies Act, 2013
Listing
Company or company in the process of delisting,
Vanishing
Company
Companies
on which inspection or investigation is pending
Companies whose
application of compounding is pending before the competent authority
Companies which
have public deposits
Companies having
charges which are pending for satisfaction
Section 8
companies.
ROC shall
send a notice in Form STK-1 to the company and all the directors of the
company, of his intention to remove the name of the company from the register
of Companies and requesting them to send their representation along with
copies of the relevant documents, if any against the purposed action within a
period of 30 days from the date of Notice.
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Procedure
1.
Called a Board Meeting as per section 173 read with SS-1 to pass
the Board Resolution for Strike off the Company and authorise any one director
of the company to file the application with the Registrar of Companies.
2.
Conduct a General Meeting by passing of Special Resolution or take
consent of 75 % share holder in paid up share capital.
3.
File Form MGT-14 if Special Resolution has been passed
4.
An application for removal of name of company under subsection 2
of section 248 shall be made in form STK-2 along with fee of Rs. 5000/-
STK-2 shall be accompanied/attached by the following documents:
a. Indemnity
bond duly authorised by every director in form STK-3.
b. A statement
of Account containing assets and liabilities of the company made up to a day,
not more than 30 days before the date of application and certified by a
chartered accountant.
c. An affidavit
in form no STK-4 by every director of the company
d. A copy of
the Special Resolution duly certified by each directors of the company or
consent of 75 % of the members of the company in term of paid up share capital
as on the date of application.
e. A statement
regarding pending litigation, if any (it also can be mentions in affidavit)
f.
Copy of Board Resolution, authorising
director for filing of this application
g. Copy of
order of the concerned Regulatory authority, if any approving filing of this
application (Banking/Insurance/ NBFC/ Assets Management Company)
Provided
that in case of any application made under sub-section 2 of section 248 of the
Companies Act, 2013 the company shall also place the application on its
website, if any, till the disposal of the application.
Consequences
of closure of company under section 248(1) or (2) in case of non-filing of
Financial Statements and Annual Return for preceding 3 Financial Year
1. All director
of company will disqualified under section 164(2) of the companies Act, 2013;
2. The officer
of Director shall become vacant under section 167(1) because he incurs
disqualification under section 164(2) of the Companies Act, 2013;
3. Contravene
the provisions of section 166 of the Companies Act, 2013.
Disclaimer: The entire
contents of above document have been prepared on the basis of information of
Ministry notification. Whereas deep care
has been taken by author (CS Sanoj Kumar) to ensure the correctness and
completeness of the information provided.
This is
nothing but a knowledge sharing initiative by author and author do not intend
to accost any business or profession.
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