An application for removal of name of the company under section 248(2) of the Companies Act, 2013 shall be made in Form STK-2 along with the fee of five thousand rupees.
Every application shall accompany a No Objection Certificate from appropriate Regulatory Authority concerned in respect of following companies, namely –
1. 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;
2. Housing finance companies as referred to in the Housing Finance Companies (National Housing Bank) Directions, 2010 issued under the National Housing Bank Act, 1987;
3. Insurance companies as referred to in the Insurance Act, 1938 or rules and regulations thereunder;
4. 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;
5. Companies engaged in collective investment schemes as referred to in the Securities and Exchange Board of India Act, 1992 or rules and regulations thereunder;
6. Asset management companies as referred to in the Securities and Exchange Board of India Act, 1992 or rules and regulations thereunder;
7. Any other company which is regulated under any other law for the time being in force.
Documents required removal of name of the company under section 248(2):-
1. Indemnity Bond by every director in Form STK 3 duly notarized (Format Given Below);
2. A 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 Auditor/Chartered Accountant;
3. An affidavit in Form STK 4 by every director of the company (Format Given Below);
4. 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 (Format Given Below);
5. Statement regarding pending litigations, if any, involving the company.
1. Format of Form No. STK-3 for removal of name of the company under section 248(2):-
Form No. STK – 3
Indemnity Bond
(To be drawn on Stamp Paper of appropriate value)
(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]
To,
The Registrar of Companies,
1. I, the Director of ……………………………………………………, incorporated on ……………………………………… under the Companies Act, 2013/1956 having its registered office at ……………………………………………… do hereby declare that:
(i) I, ……………………… S/o D/o W/o Shri/Smt ………………………………….. Director of this Company.
(ii) That I have made an affidavit confirming that the company does not have any assets and liabilities as on date.
(iii) Further, the Company commenced business/operations/commercial activity after incorporation but has been inoperative for the past ……………….. year (s). Thus the Company is defunct and I request the Registrar of Companies ,……………… to strike off the name of the Company from the register of companies under Section 248 of the Companies Act, 2013.
2. I do hereby undertake to indemnify: –
(i) the claimants for all lawful claims against the company arising in future after the striking off the name of the Company.
(ii) any person for any losses that may arise pursuant to striking off the name of the Company.
(iii) the claimants for all lawful claims and liabilities, which have not come to our notice up to this stage, and if any claim arises or observed even after the name of the Company has been struck off in terms of Section 248 of the Companies Act, 2013.
______________________
Place: Name: ………………………….
Date: Father’s Name: ………………….
Address: ………………………….
Witnesses:
- Name:
Father’s name:
Address:
Occupation: Signature:
- Name:
Father’s name:
Address:
Occupation: Signature:
2. Format of Form No. STK-4 for removal of name of the company under section 248(2):-
FORM No. STK -4
AFFIDAVIT
(to be given individually by every Director)
(Pursuant to sub-section (2) of section 248 read with clause (iii) of sub-rule (3) of Rule 4]
1. I ………………………… Director of …………………………………………………….. (hereinafter called “the Company”), incorporated on ………………………………. under the Companies Act, 2013/1956 having its registered office at ………………………….. and having CIN ……………………………… do solemnly affirm and state as under:
i. I ………….. S/o D/o W/o …………………………………… Holder of DIN/PAN ……………………………… (copy of Income Tax PAN duly attested by a whole-time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) am Director of the Company stated above since …………………………
ii. My present residential address is ……………………………………………………………… (copy of documentary evidence duly attested by a whole-time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) is enclosed.
iii. My permanent address is …………………………………………………….. (copy of documentary evidence duly attested by a whole-time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) is enclosed.
iv. The Company does not maintain any bank account as on date.
v. The Company …………………………………………………… does not have any assets and liabilities as on date.
vi. The Company commenced business/operations/commercial activity after incorporation but has been inoperative for the past………………………………………………………… year(s) due to following reasons………… (give the reasons here).
vii. As on date, the Company does not have any dues towards Income Tax/Sales Tax/Central Excise/Banks and Financial Institutions; and other Central or State Government Departments/Authorities or any Local Authorities.
2. I further affirm that –
i. No inquiry, technical scrutiny, inspection or investigation is ordered or pending against the company;
ii. No prosecution or any compounding application for any offence under the Act or under any of the other Acts is pending against the company or against the undersigned;
iii. The company is neither listed nor delisted for non-compliance of listing agreement;
iv. The company is not a company incorporated for charitable purposes under section 8 of the Companies Act, 2013 or section 25 of the Companies Act, 1956;
v. The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company;
vi. No order is in operation staying filing of the documents by a court or tribunal or any other competent authority;
vii. The company is not prevented from making the applications for strike off as mentioned in section 249 of the Act.
viii. I solemnly state that the contents of this affidavit are true to the best of my knowledge and belief and that it conceals nothing and that no part of it is false.
Verification:-
I verify that the contents of this affidavit are true to the best of my knowledge and belief.
Place: Signature_______________________
(Deponent)
3. Format of Special Resolution for removal of name of the company under section 248(2):-
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED IN THE EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF __________________________ LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT __________________________ ON ______________ AT ________________
“RESOLVED THAT the consent of the members of the Company be and is hereby accorded to the Board of directors to make an application to the Registrar of Companies, ……………………………… under the provisions of Section 248(2) of the Companies Act, 2013 for striking off the name of the Company from the Register of Company and the Board of directors of the Company be and is hereby authorised to do all such, matters, deeds and things as may be required under the provisions of the Companies Act, 2013 and the rules made there under.
“RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to make an application in this regard and to take all necessary actions as may be required to strike off the name of the Company.”
For ____________________
____________
(Director)
DIN: _____________
_______________________________________
4. Format of Board Resolution for removal of name of the company under section 248(2):-
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF _____________________ LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT _______________________, ON __________________ AT ________________.
“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to make an application to the Registrar of Companies, ……………………………… under the provisions of section 248 of Companies Act 2013 for striking off the name of the Company from the Register of Companies.
“RESOLVED FURTHER THAT _________, Director of the Company be and is hereby, requested to make an application and to give necessary affidavits and indemnity bond under section 248 of Companies Act 2013, as per the draft of the same as placed before the meeting duly initialed by the Chairman for the purpose of identification in order to get the name of Company struck off from the Register of Companies maintained by the Registrar.
“RESOLVED FURTHER THAT ___________, Director of the Company be and is hereby authorized to sign and give any information, clarifications , explanations and to do all such acts and deeds as may be required under the Act, to implement the above said resolutions.”
For _____________________
______________
(Director)
DIN: _____________
