There are many reasons for company closure which may include Lack of Capital or funds, Health reasons of Directors of company, Poor market conditions, low demand for products of company, Natural Calamities.

Section 248 of the Companies Act, 2013 allows companies to apply for removal of their name from records of Registrar of Companies since the company intends not to carry on business in future. Company in this Article referred to is about Private Limited Company.

Following points need to be considered before closing a company by Directors of the company at the duly convened board meeting.

1) The application has been in accordance with the conditions mentioned under sub-section (1) and (2) of section 248 and sub-section (1) of section 249 of the Companies Act, 2013.

2) There is no inspection or investigation ordered and carried out or yet to be carried out or being carried out against the company and where inspection or investigation have been carried out, no prosecution is pending in any court

3) The company is neither having any public deposits which are outstanding nor is the company in default in its Repayment or interest thereon;

Process of Closing a Company

4) The company does not have any outstanding loans, secured or unsecured; The Index of Charges at MCA Site should not reflect any charges as on date of filing Form STK2.

5) The company does not have any dues towards income tax, VAT, excise duty, service tax or any other tax or duty, by whatever name called, payable to the Central or any State Government, statutory authority or local authority.

6) All the other liabilities of the company have been settled or discharged or extinguished;

7) All the requirements of the Act and rules made there under relating to removing the name of the company from the Register of companies and matters incidental or supplemental thereto have been complied with.

8) All Income Tax filing and Annual Filing with Registrar of Companies is compulsory before application for removal of name under Section 248 of the Companies Act, 2013.

9) The company does not have any assets or liabilities as on date of filing of Form STK2..

10) Bank Accounts in the name of company have been closed as on date of application under Section 248 of the Companies Act, 2013. The Company should pay all dues before closing Bank Account. The Directors should also note that no income tax refunds are to be received in future. If bank account is closed, then company cannot receive as well as pay any dues.

11) There should not have any management dispute or dispute among directors and no Litigations against company.

Board Meeting to be convened for approval  of passing of resolution for removing of name of company under Section 248 of the Companies Act, 2013 with Majority of Director approving the resolution. In same Board Meeting, an Extra Ordinary General Meeting of members of company is convened for shareholders approval.

  • The DIN Number of all Directors should be Active and KYC Compliant on the date of filing Form STK2 issued by Ministry of Corporate Affairs.
  • Following documents need to be attached to Form STK2 :

a) A statement of accounts showing the 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. (Annexure C is attached).

b) Copy of Board resolution authorizing the filing of this application.

c) Copy of Special Resolution passed at an Extra Ordinary General Meeting of the members of the company.

d) Indemnity bonds [to be given individually or collectively by the director(s) in Form No. STK-3 duly signed and Notarized copy. For Indemnity Bond Stamp Paper of Rs. 500/- required.

e) Affidavit in Form No. STK-4 duly signed and Notarized copy. For Affidavit Stamp Paper of Rs. 100/- each director in their individual names.

f) Self attested copy of PAN Card, Aaadhar Card and Passport copy of all directors duly certified by a Practicing Chartered Accountant or a Practicing Company Secretary. In case of a Foreign Director, an apostle copy of Passport and Bank Account statement to be attached to the Form.

Form STK 2 is properly filled up and all legible documents are attached to the form. The Form is digitally signed by a Director and a Practicing Chartered Accountant or a Practicing Company Secretary. Rupees Ten Thousand shall be paid towards Government fees for submission of Form STK 2 with the Registrar of Companies.

After scrutiny lf Form by respective Registrar of Companies, if form and contents of form are correct including attachment to form are legible and correct, Process of strike of name of company begins. The Ministry of Corporate Affairs (MCA)/ Registrar of Companies (ROC)may issue Form STK-5 which is a Public Notice published by Registrar under Section 248(1) of Companies Act, 2013 stating the names of the companies which will be struck off if no response is received within 30 days of the receipt of application. Form STK 5 Notice of intimation is communicated to email address mentioned in Form STK 2.  If no response to Form STK5 from public, then name of company is struck off from records of respective Registrar of Companies. A final intimation is given in Official Gazette to this effect. A Final Intimation to this effect is communicated through email mentioned in Form STK2.

Format of Statement of Accounts is as under:

On plain white paper
ANNEXURE-C
Statement of Accounts

Name of the Company:                       PRIVATE LIMITED

 CIN No.  : 

Statement of Account as on date:   15th July, 2021

Particulars: (Brief break up in respect of each item needs to be given).

Amount (Rs.)

I. Sources Of Funds

(1) Capital: Rs. 1,00,000=00
(2) Reserves & Surplus (including balance in Profit and Loss Account): 00
(3) Loan Funds: 00
Secured loans from Financial Institutions 00
Secured loans from Banks 00
Secured loans  from Govt. 00
Others Secured loans 00
Debentures 00
Unsecured Loans 00
Deposits & interest thereon 00
Total Loan Funds Total of  (1) to (3) Rs. 1,00,000=00

Mr.  Mr. 
Director  Director 
DIN : DIN :

Duly certified by Statutory Auditor or Chartered Accountant in whole time practice along with UDIN.

Date:
Place:

Format of Statement of Accounts is as under:

On plain white paper
ANNEXURE-C
Statement of Accounts

Name of the Company:                    PRIVATE LIMITED

CIN No.  : 

Statement of Account as on date:   15th July, 2021

Particulars: (Brief break up in respect of each item needs to be given).

II. Application of Funds

(1) Fixed Assets 00
(2) Investments 00
(3) (i) Current Assets, loans and Advances 00
Less: (ii) Current Liabilities & provisions 00
Creditors 00
Unpaid Dividend 00
Payables 00
Others
Total Current Liabilities & provisions 00
Net Current assets (i –ii) 00
(4) Miscellaneous expenditure to the extent not written off or adjusted 00
(5) Profit & Loss Account (Debit balance) Rs. 1,00,000=00

Total of 1 to 5    

Date:
Place:  Mumbai

Mr.  Mr. 
Director  Director 
DIN : DIN :

Duly certified by Statutory Auditor or Chartered Accountant in whole time practice along with UDIN .

Place:
Date:

Format of Board Resolution to be passed under Section 248 of the Companies Act, 2013:

On Letterhead of Company

CIN :

CERTIFIED TRUE COPY OF BOARD RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF PRIVATE LIMITED HELD ON 15th July, 2021 AT 11.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY  AT  MUMBAI.

APPROVAL OF STRIKE OFF NAME OF COMPANY THROUGH FAST TRACK EXIT SCHEME U/S. 248 OF THE COMPANIES ACT, 2013

The Directors considered and passed the following Resolution:

“RESOLVED THAT the consent of the Board of Directors of the company be and is hereby accorded to make  an application  to Registrar  of Companies, Mumbai under provision of section 248(2) of the companies Act, 2013 for striking off the name of the Company from the Records of  the Registrar of Companies, Mumbai, Maharashtra .”

“RESOLVED FURTHER  THAT Mr. Director of the company Having DIN Number be and are hereby, authorised to make an application and to give necessary Affidavit and Indemnity Bond under section 248 of the Companies Act, 2013, as per the draft of the same as placed before the meeting duly initialled by the Chairman for the purpose of identification in order get the name of company struck off from the Register of Companies maintained by the Registrar of Companies, Mumbai.”

Certified True Copy

For: PRIVATE LIMITED

Mr.  Mr. 
Director  Director 
DIN : DIN :

Place: Mumbai

Date:

****

Disclaimer: The Views expressed in this Article are based upon prevailing facts and Law to date and information available on MCA Site and views expressed are purely personal in nature. Readers are advised to seek expert opinion before arriving at a decision. You may reach me at [email protected]

Author Bio

Qualification: CS
Company: DEEPAK AMRUTKAR & CO
Location: Mumbai, Maharashtra, India
Member Since: 27 Sep 2017 | Total Posts: 16
I am a Practising Company Secretary located at Thane Maharashtra. Do Subscribe to my Youtube Chaneel : The Corporate World relating to Company Law related Videos. The Youtube Link is as follows Youtube Channel Link : https://www.youtube.com/channel/UC_rwHDSfu_UO3FGvZ09hITg View Full Profile

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3 Comments

  1. Himani chauhan says:

    Namaste🙏 sir, maine apni company 2016 mai incorporate kisi thi 2017 tak ka compliance bi kia phr mai company continue nai kr saki paiso ki wajah se or mera company ka partner bi kuch help nai kr raha tha. Tab se company aise he hai koi trade nai hua and mai return bi file nai kr saki 2017 k baad se. Plz bata dijiye mai kya karu. Company k koi assets bi nai hai

    1. CS. Deepak Amrutkar says:

      The Company has to file ROC Annual filing as on date in this case. No other alternative. Comply with Circular issued by Ministry of Corporate Affairs in this regard.

      1. himani chauhan says:

        Thank you sir for your reply. sir ek or question hai apse jaise k apne kaha ROC annual filing krni hai kya mujhe koi penalty bi deni hogi for non-compliance in these years (2017-2021). if yes then how much?
        and iss workko krne k lie ek CA ki professional fee & govt.fee( stamp paper etc) kitni hogi kya ap ek idea de sakty hai plz

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