The Registrar of Companies may remove the name of a company from the register of companies in terms of section 248(1) of the Act and shall give a notice in writing in Form STK-1 to all the directors of the company at the addresses available on record, by registered post with acknowledgement due or by speed post and it shall contain the reasons on which the name of the company is to be removed from the register of companies and shall seek representations 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.
COMPANIES WHICH CANNOT BE REMOVED FROM THE REGISTER OF COMPANIES
Following categories of companies shall not be removed from the register of companies:-
- listed companies;
- companies that have been delisted due to non-compliance of listing regulations or agreement or any statutory laws;
- vanishing companies;
- 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;
- 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;
- companies against which any prosecution for an offence is pending in any court;
- 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;
- companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;
- companies having charges which are pending for satisfaction; and
- companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act.
WHO CAN FILE APPLICATION TO NCLT AGAINST REGISTRAR ORDER
The application for restoration of name of Company can be filed to National Company Law Tribunal by any person aggrieved by an order of the Registrar within a period of three years from the date of such order as per Section 252(1) of the Act.
PROCESS OF FILING APLICATION TO NCLT
Section 252(1) read with Rule 87A of National Company Law Tribunal Rules 2016, an application under Section 252(1) may be filed to Tribunal in Form- NCLT-9.
Documents to be attached to Form NCLT-9
1. Copy of MOA & AOA.
2. Affidavit Verifying Petition in Form- NCLT-6
3. List of Directors of Company
4. Order of Registrar of Companies(Certified copy)
5. Evidence for Payment of Fees made.
6. Memorandum of Appearance
7. Copy of Board Resolution
8. Copy of Pending Balance sheets.
9. Any other Document in support of the application.
SERVICE OF NOTICE
A copy of the appeal or application shall be served on the Registrar and on such other persons as the Tribunal may direct, not less than fourteen days before the date fixed for hearing of the appeal or application, as the case may be.
OPPORTUNITY OF BEING HEARD
Before passing any order, the Tribunal shall give a reasonable opportunity of making representations and of being heard to the Registrar, the company and all the persons concerned.
PASSING OF ORDER
Upon hearing the appeal or the application or any adjourned hearing thereof, the Tribunal may pass appropriate order, as it deems fit. Where the Tribunal makes an order restoring the name of a company in the register of companies, the order shall direct that-
(a) the appellant or applicant shall deliver a certified copy to the Registrar of Companies within thirty days from the date of the order;
(b) on such delivery, the Registrar of Companies do, in his official name and seal, publish the order in the Official Gazette
(c) ) the appellant or applicant do pay to the Registrar of Companies his costs of, and occasioned by, the appeal or application, unless the Tribunal directs otherwise; and
(d) the company shall file pending financial statements and annual returns with the Registrar and comply with the requirements of the Companies Act, 2013 and rules made thereunder within such time as may be directed by the Tribunal.
FILING OF ORDER
The Company shall file order passed by Tribunal to Registrar in Form INC-28.
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