REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES {Section 248 of 2013 Act and Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016} CONDITIONS FOR REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES Where the Registrar has reasonable cause to believe that— - Company has failed to commence its business within one year of its incorporation 1[or];
- Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455,
An application of STK -2 on behalf of
a company shall not be made if, at any time in the previous three 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, immediately before cesser of trade or otherwise carrying on
of business, for the purpose of disposal for gain in the normal course of
trading or otherwise carrying on of business;
(c)has engaged in any other
activity except the one which is necessary or expedient for the purpose of
making an application under that section, or deciding whether to do so or
concluding the affairs of the company, or complying with any statutory
requirement;
(d) has made an application to the Tribunal for the sanctioning
of a compromise or arrangement and the matter has not been finally concluded;
(e) is being wound up under Chapter XX of this Act or under the
Insolvency and Bankruptcy Code, 2016. COMPANIES NOT ELIGIBLE FOR FTE (REMOVAL OF NAME OF COMPANY FROM THE REGISTER ON SUO-MOTU BASIS): - Listed companies;
- Companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other 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.
HOW TO APPLY FOR GETTING THE NAME STRUCK OFF FROM THE REGISTER OF COMPANIES: An application for removal of name of the company shall be made in Form STK-2. Attachments to Form STK: v No objection certificate from appropriate Regulatory Authority concerned in respect of following companies, namely: - Companies which have conducted or conducting non-banking financial and investment activities as referred to in the Reserve Bank of India Act, 1934 or rules and regulations thereunder;-NBFC
- Housing finance companies as referred to in the Housing Finance Companies (National Housing Bank) Directions, 2010 issued under the National Housing Bank Act, 1987 ; - HFC
- Insurance companies as referred to in the Insurance Act, 1938 or rules and regulations thereunder;
- Companies in the business of capital market intermediaries as referred to in the Securities and Exchange Board of India Act, 1992 or rules and regulations thereunder;
- Companies engaged in collective investment schemes as referred to in the Securities and Exchange Board of India Act, 1992 or rules and regulations thereunder;
- Asset management companies as referred to in the Securities and Exchange Board of India Act, 1992 or rules and regulations thereunder; -AMC
- Any other company which is regulated under any other law for the time being in force.
v Indemnity bond duly notarised by every director in Form STK 3; v 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; v An affidavit in Form STK 4 by every director of the company; v 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; v Statement regarding pending litigations, if any, involving the company. Manner of filing of application - 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
- The Form STK 2 shall be certified by a Chartered Accountant in whole time practice or Company Secretary in whole time Practice or Cost Accountant in whole time practice
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