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As
per the provisions of Section 248(2) of Companies Act, 2013 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 members in terms of paid-up share capital, file an
application in the prescribed manner to the Registrar for removing the name of
the company from register of companies 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 prescribed manner, 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.
per the provisions of Section 248(2) of Companies Act, 2013 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 members in terms of paid-up share capital, file an
application in the prescribed manner to the Registrar for removing the name of
the company from register of companies 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 prescribed manner, 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.
Procedure For Striking off Name
of The Company
(1) Issue notice along with agenda
of board meeting in accordance with Section 173(3) read
with Secretarial Standard 1 by giving not less than seven
days notice in writing to every director at his address
registered with the company and such notice shall be sent by hand delivery
or by post (either registered or speed) or by electronic means
or by courier, by facsimile or E-mail.
of board meeting in accordance with Section 173(3) read
with Secretarial Standard 1 by giving not less than seven
days notice in writing to every director at his address
registered with the company and such notice shall be sent by hand delivery
or by post (either registered or speed) or by electronic means
or by courier, by facsimile or E-mail.
(2) Convene
board meeting and pass board resolution for making an application for removal of name of the
company and authorise directors to sign the application on behalf of the
company.
board meeting and pass board resolution for making an application for removal of name of the
company and authorise directors to sign the application on behalf of the
company.
(3) 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 five thousand rupees. The application in Form STK 2
shall be signed by a director duly authorised by the Board in their behalf.
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 Form STK 2 while uploading the form.
company under sub-section (2) of section 248 shall be made in Form STK-2
along with the fee of five thousand rupees. The application in Form STK 2
shall be signed by a director duly authorised by the Board in their behalf.
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 Form STK 2 while uploading the form.
(4) The application in Form STK 2 shall be
accompanied by –
accompanied by –
(i) indemnity bond duly
notarised by every director in Form STK 3;
notarised by every director in Form STK 3;
(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;
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 Form STK 4 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;
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.
pending litigations, if any, involving the company.
(5) The
notice under sub-section (1) or sub-section (2) of section 248 shall be in Form STK 5 or STK 6, as the case may be, and
be-
notice under sub-section (1) or sub-section (2) of section 248 shall be in Form STK 5 or STK 6, 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;
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;
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.
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.
(6) 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.
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.
(7) 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 Form STK 7 and the same shall also
be placed on the official website of the Ministry of Corporate Affairs.
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 Form STK 7 and the same shall also
be placed on the official website of the Ministry of Corporate Affairs.
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