♦ Section – 248: Power of Registrar to Remove Name of Company from ROC:
Sec – 248(1): Where the Registrar has reasonable cause to believe that:
(a) a company has failed to commence its business within 1 year of its DOI or;
(c) a company is not carrying on any business or operation:
(d) the subscribers to the MOA have not paid the subscription which they had undertaken:
(e) the company is not carrying on any business or operations, as revealed after the physical verification carried out U/s.12(9).
Sec – 248(2): Without prejudice to the provisions of section – 248(1), a company may,
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:
Sec – 248(3): Section – 248(2) shall NOT apply to a company registered U/s. 8.
Sec – 248(4): A notice issued U/s. 248(1) or (2) shall be published in the prescribed manner and also in the Official Gazette (O.G.) for the information of the general public.
Sec – 248(5): At the expiry of the time mentioned in the notice, the Registrar may, unless cause to the contrary is shown by the company:
Sec – 248(6): The Registrar, before passing an order U/s. 248(5), shall satisfy himself that:
Provided that notwithstanding the undertakings, the assets of the company shall be made available for the payment or discharge of all its liabilities and obligations:
Sec – 248(7): The liability, if any,
shall continue and may be enforced as if the company had not been dissolved.
Sec – 248(8): Nothing in this section shall affect the power of the Tribunal:
♦ Section – 249: Restrictions on Making Application U/s. 248 in Certain Situations.
Sec – 249(1): An application U/s. 248(2), on behalf of a company shall not be made if, at any time in the previous 3 months, the company:
(a) has changed its name or shifted its registered office from one State to another;
(b) has made a disposal for value of property or rights held by it,
(c) has engaged in any other activity except the one which is
(d) has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or
(e) is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.”
Sec – 249(2): Penalty for violation of section – 248(1):
Sec – 249(3): An application filed U/s. 248(2):
as soon as conditions U/s. 248(1) are brought to his notice.
♦ Section – 250: Effect of Company Notified as Dissolved:
Where a company stands dissolved U/s. 248:
√ for the purpose of realising the amount due to the company and
√ for the payment or discharge of the liabilities or obligations of the company.
♦ Section – 251: Fraudulent Application for Removal of Name:
Sec – 251(1): Where it is found that an application by a company U/s. 248(2), has been made with the object of:
the persons in charge of the management of the company shall, notwithstanding that the company has been notified as dissolved:
(a) be jointly and severally liable to any person or persons who had incurred loss or damage as a result of the company being notified as dissolved; and
(b) be punishable for fraud in the manner as provided in section – 447.
Sec – 251(2): Without prejudice to the provisions contained in section – 248(1):
♦ Section – 252: Appeal to Tribunal:
Sec – 252(1): Any person aggrieved by an order of the Registrar, notifying a company as dissolved U/s. 248, may, file an appeal to the Tribunal:
Provided that before passing any order U/s. 252(1), the Tribunal shall:
Provided further that if the Registrar is satisfied that:
he may within a period of 3 years from the date of passing of the order dissolving the company U/s. 248,
Sec – 252(2): A copy of the order passed by the Tribunal:
on receipt of the order, the Registrar shall cause:
Sec – 252(3): If a company, or any member or creditor or workman thereof feels aggrieved by the company:
may, if satisfied that the company was at the time of its name being struck off:
and the Tribunal may, by the order,
♦ Rule3: Removal of name of company from the Register on suo-motu basis:
Rule-3(1): The ROC may remove the name of a company from the ROC in terms of section 248(1) of the Act:
Provided that following categories of companies shall not be removed from the ROC under this rule – 3 and 4, namely:
(i) listed companies;
(ii) companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
(iii) vanishing companies;
(iv) 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;
(v) companies where notices U/s. 234 of the Companies Act, 1956 or section 206 or 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under U/s. 208 has not yet been submitted or follow up of instructions on report U/s. 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;
(vi) companies against which any prosecution for an offence is pending in any court;
(vii) 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;
(viii) companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;
(ix) companies having charges which are pending for satisfaction; and
(x) companies registered U/s. 25 of the Companies Act, 1956 or section 8 of the Act.
√ “vanishing company” means a company,
Rule-3(2): For the purpose of rule – 3(1), the Registrar shall
Rule-3(3): The notice shall contain:
♦ Rule-4: Application for removal of name of company:
Rule-4(1): An application for removal of name of the company U/s. 248(2) shall be made in Form STK-2 along with the fee of Rs. 10,000:
Provided that no application in Form No. STK-2 shall be filed by a company unless it has
Provided further that in case a company intends to file Form No.STK-2
Provided also that once notice in Form No. STK-7 has been issued
Rule-4(2): Every application under rule – 3(1) shall accompany a no objection certificate from appropriate Regulatory Authority concerned in respect of following companies, namely :-
(i) companies which have conducted or conducting non-banking financial and investment activities as referred to in the RBI Act, 1934 (2 of 1934) or rules and regulations thereunder;
(ii) housing finance companies as referred to in the HFC (NHB) Directions, 2010 issued under the NHB Act, 1987 (53 of 1987);
(iii) insurance companies as referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations thereunder;
(iv) companies in the business of capital market intermediaries as referred to in the SEBI Act, 1992 (15 of 1992) or rules and regulations thereunder;
(v) companies engaged in collective investment schemes as referred to in the SEBI Act, 1992 (15 of 1992) or rules and regulations thereunder;
(vi) asset management companies as referred to in the SEBI Act, 1992 (15 of 1992) or rules and regulations thereunder;
(vii) any other company which is regulated under any other law for the time being in force.
Rule-4(3): The application in Form STK-2 shall be accompanied by:
(i) indemnity bond duly notarised by every director in Form STK-3;
Provided that in case of a:
(a) Government company in which the entire paid up share capital is held by the CG, or by any SG or Governments or by the CG and one or more SG’s; or
(b) subsidiary of a Government company, referred to in clause (a), in which the entire paid up share capital is held by that Government company, a duly notarised indemnity bond in Form STK-3A shall be given by an authorised representative, not below the rank of Under Secretary or its equivalent, in the administrative Ministry or Department of the GOI or the SG, as the case may be, on behalf of the company;
(ii) a statement of accounts in Form No. STK-8 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;
(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 75% 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.
♦ Practical Questions:
1. What are the various forms in which notice can be issued by Registrar for the removal of names of companies from the ROC?
Answer: The notice U/s. 248(1) of the Companies Act, 2013 is in Form STK-5 and U/s. 248(2) in Form STK-6.
Such notices are:
(i) Placed on the official website of the MCA on a separate link established on such website in this regard; and
(ii) Published in the O.G.
(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. When the said notice is published U/s. 248(1), the prescribed form for the same is Form STK-5A, while for the purpose of section 248(2), the prescribed form remains the same, i.e., Form STK-6.
2. Pursuant to section 248(1) of the Act, the Registrar on the satisfaction of certain conditions, may send a notice to the company stating his intention to remove the name of the company from the ROC. Is there a draft format of such notice?
Answer: The Companies (Removal of Names of Companies from the ROC) Rules, 2016 have been amended to include Form STK-5A, i.e., a standard Public Notice to the companies to be issued by the Registrar in pursuance of section 248(1) and (4) of the Act stating the reason for proposing removal of a company’s name from the ROC and requisitioning objections if any within a period of 30 days from the date of publication of the notice.
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