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REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES

Corporate Laws / Banking / SEBI - By: - Mr. M. GOVINDARAJAN - Dated:- 7-1-2017 - Chapter XVIII of the Companies Act, 2013 ( Act for short) provides the procedures for removal of names of companies from the Register of Members in Sections 248 to 252 which came into effect from 26.12.2016. For this purpose the Government made The Companies () Rules, 2016 ( Rule for short) which came into effect from 26.12.2016. Section 2(74) of the Act defines the term Register of companies as the register of comp .....

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d a notice to the company and all directors of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of relevant documents, if any, within a period of 30 days from the date of the notice. Application by company for removal Section 248 (2) provides that a company may file an application before the Registrar of companies for removal of the name of their company from the Register of Members. .....

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ection Certificate from the appropriate Regulatory Authority concerned in the respect of the following companies- Companies which have conducted or conducting non banking financial andinvestment activities as referred to in the Reserve Bank of India Act or rules and regulations made there under; Housing finance companies as referred to in the Housing Finance Companies (National Housing Bank) Directions, 2010 issued under the National Housing Bank Act, 1987; Insurance companies as referred to in .....

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regulations there under; Any other company which is registered under any other law for the time being in force. Rule 4(3) provides that the application shall be accompanied by the following documents- Indemnity bond duly notarized by every director in Form STK - 3; A statement of accounts 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; An affidavit in Form STK - 4 by every director o .....

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copy of the form duly filled in shall be signed manually by the director duly authorized in that behalf and shall be attached with the form while uploading the form. Rule 6 provides that 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, as the case may be. The company shall place the application, on its website, if any, till the disposal of the application. Penalty Section 249( .....

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issolved- 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 be punishable for fraud in the manner as provided in Section 247. Section 251(2) provides that without prejudice to the provisions of Section 251(1) the Registrar may also recommend prosecution of the persons responsible for the filing of an application under Section 248(2). Restrictions on application Section 249 provides that an applicat .....

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e 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; has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or is being wound up whether voluntarily or by the Tribunal. Notice Rule 7(1) provides that the Registrar of Companies may issue notice in Form No. STK-5 .....

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hat the Registrar of Companies shall, simultaneously intimate the concerned authorities regulating the company, viz., the income tax authorities, Central excise authorities, service tax authorities having jurisdiction over the company, about the proposed action of removal or striking off the names of such companies and seek objections, if any, to be furnished within a period of 30 days from the date of issue of the letter of intimation and if no objections are received within 30 days from the re .....

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On such notification the company shall stand dissolved. Section 248(6) provides that the Registrar, before passing an order, shall satisfy himself that sufficient provision has been made for the realization of all amount due to the company and for the payment or discharge of its liabilities and obligations by the company within a reasonable time and if necessary, obtain necessary undertakings from the Managing Director, director or other person in charge of the management of the company. The ass .....

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nothing in this section shall affect the power of the Tribunal to wind up a company the name of which has been struck off from the register of companies. Withdrawal of application Section 249(3) provides that an application filed under Section 248(2) shall be withdrawn by the company or rejected by the Registrar as soon as conditions under Section 248(1) are brought to his notice. Effect of dissolution Section 250 provides that where a company stands dissolved under Section 248, it shall on and .....

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panies prior to the commencement of these rules, but not disposed of by such authority for want of any information or document shall, on its submission, to the satisfaction of the authority, be disposed of in accordance with the rules made under the Companies Act, 1956. Appeal Section 252 provides for filing appeal against the order of the Registrar. Section 252(1) provides that any person aggrieved by an order of the Registrar, notifying a company as dissolved under Section 248, may file an app .....

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ng heard to the Registrar, the company and all the persons concerned. Application by Registrar to the Tribunal If the Registrar is satisfied that the name of the company has been struck off from the registrar of companies either inadvertently or on the basis of incorrect information furnished by the company or its directions which requires restoration in the register of companies, he may within a period of 3 years from the date of passing of the order of dissolving the company under Section 248 .....

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ber or creditor or workman thereof feels aggrieved by the company having its name struck off from the register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of 20 years from the publication in the Official Gazette of the notice may, if satisfied that the company was, at the time of its name being struck off, carrying on business or in operation or otherwise, it is just that the name of the company be restored to the register of co .....

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