- K. A Shukla & Associates
- | Company Law - Articles |
- 30 Mar 2023
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- 1 comment
STRIKE OFF OF COMPANY
MEANING:
♦ Section 248 of the Companies Act, 2013and Companies (Removal of Name of Companies from the Registrar of Companies) Rules, 2016 is all about striking off the Name of the company. Strike Off means removing the name of the Company from the record of Register of Companies which is more like a Closing of the Operations of the Company and the Company will not be in existence after being Struck Off and cannot perform any operation thereafter.
♦ Way of Strike off of the company:
1. Order of Registrar of company
2. Filing Suo motto Application by the company.
1. REGISTRAR ITSELF DIRECT STRIKE OFF IN FOLLOWING CASE:
Registrar Direct Strike Off On Following Grounds
1. Company fails to commence business within one year from the Incorporation of Company.
2. Company is not carrying Operations from last 2 preceding year. And not Made application for obtaining status of Dormant Company
3. Subscriber has not paid Subscriber money within period of 180 Days From date of Incorporation.
4. Company is not carrying Business after physical verification under section 12(9) of Companies Act, 2013.
On the basis of any of the ground specified above Registrar send notice to the Company and Director to remove name From ROC and seeking their Representation within the periods of 30 days.
1. FILLING SUO MOTO APPLICATION BY COMPANY IT SELF:
- Company can file suo motto application with ROC if Company Should extinguish all the liabilities and obtain Members Approval by way of Special Resolution (in terms of Paid up Capital) for any reason mentioned Under Section 248(1) of the companies Act, 2013.
Company is not eligible for making an application for the strike off of a company suo motto if in previous three month ,
1. Company has change name or registered office form one state to another.
2. Company has disposed the property before the immediately cessation of Business activity.
3. Company is engaged in any activity other than necessary for purpose of making application.
4. Company has make application for compromise and arrangement to the tribunal.
5. Company is wound up under chapter XX of companies act, 2013 or under insolvency and bankruptcy code, 2016.
PROCEDURE FOR STRIKE OFCOMPANY:
Step 1: Approval of Board:
- Issue of Notice to conduct Board Meeting for approval of Strike off name of the company.
- Board pass resolution with the Majority for strike off the company and shall also Give Authority to any of Director for the said purpose.
- Issue Notice along with Explanatory statement for conducting Extraordinary General Meeting.
Step 2: Members Approval:
- Convene Extra ordinary General Meeting for the Special approval from the Members.
Step 3: Approval of Concerned Authority:
- In case of company regulated by Special Act than such company required approval from Concerned Authority.
Step 4: Filling with ROC:
- Company require to file MGT-14 with ROC within 30days from date of passing Special Resolution.
- Application in STK-2 Along with necessary Attachments.
- Statement of Accounts Certified by Chartered Account(Not Earlier than 30days of Application)
- Copy of Board Resolution and Special resolution
- Indemnity Bond in STK-3
- Affidavit in STK-4 by each director
- Bank Account Closure Statement
Step 5: Calling of information by registrar*:
- Registrar shall on receipt of application if find Additional Information or incomplete or defective then give time of 15 days to applicant to remove such defect.
Step 6: Further information By Registrar*:
- After Resubmission if Form is Incomplete/Defective than Further period of 15 Days provided.
Step 7: Official publication:
- After considering the final submission, Registrar will issue Public notice in the official Gazette for inviting objection if any within 30 days of such Advertisement.
Step 8: Publication for of striking off the name of the company
- In case no objection received in such time period, the Registrar shall publish in official Gazette a list of companies which are stuck off.
*INSERTED BY COMPANIES (REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES) AMENDMENT RULES, 2022.
******
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information.
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My client have 1 Indian director and 3 foreign directors. 3 Foreign directors are not having DSC and not filed their dir-kyc. is there any option to strike off or close the company?