Striking off the Company by Voluntary or Compulsory under Sections 248 of the Companies Act, 2013 in by CS Yashree Dixit


 
Dear Professional Colleagues,

Ministry of Corporate affairs issued Notification dated 26th December 2016 notifying with the section 248,249,250,251 and 252 of Companies Act, 2013 w.r.t. removal of names of Companies from the Register of Companies and notified relevant rules simultaneously.
 
Fast track exit is the one of mode when the company closed down under the section 248 of the Company Act,2013.
 
It is an opportunity to defunct OR struck off Company from the register under the section 248 of the Companies Act, 2013.
 
This is one of the easiest routes where the company can struck off its name from the register of the registrar of companies.
 
This e-Form STK-2 is required to be filed under Sections 248 (2) of the Companies Act, 2013 and Rule 4,5,6 and 8 of the Companies (Removal of Names of Companies from the Register of Companies)Rules, 2016.
 
PROVISION OF SECTION 248 (1) OF THE COMPANIES ACT, 2013:-
 
POWER OF REGISTRAR TO REMOVE NAME OF COMPANY (Notice for Removal of Name by the Registrar)
 
The Registrar may send a notice to the company and all its director of his intention to remove the name of the company from the register of companies when the Registrar has reasonable cause to believe that–
(a)a company has failed to commence its business within one year of its
incorporation; or
 
(b)the subscribers to the memorandum have not paid the subscription within one hundred and eighty days from the incorporation of the company and a declaration to that effect has not been filed; or
 
(c)a company is not carrying on any business or operation for a period of two year immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company.
 
In the notice, the Registrar shall request the company and its directors to send their representations along with copies of relevant documents.
 
(FORMS STK 1-7):-
 
1.Form STK-1:-
 
Notice by Registrar for removal of the name of a company from the register of Companies.
 
Section 248(1) of the Companies Act,2013& rule 3 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
 
2.Form STK-2:-
 
Application by the company to ROC for removing its name from the register of Companies.
 
Section 248(2) of the Companies Act,2013& Rule 4(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
 
3.Form STK-3:-
 
INDEMNITY BOND (to be given individually or collectively by every director).
 
Pursuant To clause (i) of sub-rule (3) of rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
 
4.Form STK-4:-
 
AFFIDAVIT(to be given individually by every Director).
 
Section 248(2) of the Companies Act,2013& clause (iii) of sub-rule (3) of Rule 4.
 
5.Form STK-5:-
 
PUBLIC NOTICE
Section 248(1) & (4) of the Companies Act,2013& rule 7 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
 
6.Form STK-6:-
 
PUBLIC NOTICE
Section 248(2) & (4) of the Companies Act,2013&rule 7 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
 
7.Form STK-7:-

Notice of Striking Off and Dissolution.
Section 248(5) of the Companies Act,2013& rule 9 of the Companies (Removal of names of Companies from the Register of Companies) Rules, 2016

PROCEDURE OF STRIKING OFF NAME UNDER FTE:-
 
(1) Calling a Board meeting and passing board resolution for the purpose of Strike off of Company and to authorize any director of the Company to file the application with Registrar of Companies.
 
(2)After passing board resolution, the company will set off all liabilities.
 
(3)The company will hold a General meeting for passing a special resolution for strike off of Companies or with the approval of 75% of members as per paid up share capital (consent of seventy-five (75%) percent Members in terms of paid-up share capital) of the Company.
 
(4) File MGT-14 within 30 days of the passing special resolution.
 
(5) An application shall be made in the form STK-2 With Rs.5000/-along with following attachment:-
 
(i) Indemnity bond in Form STK-3 duly notarized by of the company.(With Stamp Paper of appropriate value)
 
(ii) An affidavit in Form STK-4 duly notarized by every director of the company.(With Stamp Paper of appropriate value)
 
(iii) A statement of account showing asset and liability of the company up to day not more than 30days.(Certified by a Chartered accountant)
 
(iv) Copy of board resolution under Section 248 for the filing of this application.
 
(V) Copy of Special resolution passed under section 248(2) of the Companies Act,2013.
 
(Vi) Statement regarding any pending litigation.
 
(Vii) NOC from the appropriate concerned authority if required (IRDA, RBI, Stock exchange, Housing finance.)
 
(6) The Registrar of Companies shall simultaneously intimate the Income Tax Authorities, GST Dept. regulating the Company, having jurisdiction over the Company. If the authorities have any objections, they have to furnish the same within a period of 30 days from the date of issue of the letter of intimation.
 
(7) No objections received then ROC shall issue a notice u/s 248(5) of striking off of Company and publish the same in the official gazette in form No. STK-7.
 
(8) The registrar shall struck off the name of the company from its registers.


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