Section 248 of the companies Act 2013 deals with suo-motu removal of name of the companies from the register of companies maintained by Company registrars. As per this section, if the registrar has reason to believe, it can remove company name from registrar after giving opportunity of being heard.
What law says here?
Where 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) a 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
he shall send a notice to the company and all the 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 the relevant documents within a period of thirty days from the date of the notice.
Companies Excluded from Removal
As per companies Act 2013, following categories of companies shall not be removed from the register of companies as follow-
- Listed Companies;
- Companies that have been delisted due to non-compliance of listing regulations.
- 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 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.
The Registrar shall give a notice in writing in Form STK 1 which shall be sent to all the directors of the company at the addresses available on record, by registered post with acknowledgement due or by speed post.
Reason and representation
The notice shall contain the reasons on which the name of the company is to be removed from the register of companies. The notice shall seek representations, if any, against the proposed action from the company and its Directors along with the copies of applicable documents within a period of thirty days from the date of the notice.
Intimation to regulatory authorities
The Registrar of Companies shall, at the same time inform the concerned regulatory authorities regulating the company i.e the Income-tax authorities and other authorities having purview over the company, about the proposed action of striking off the names of such companies. The registrar of companies shall seek objections, If no objections are received within the time, it shall be assumed that they have no objections to the proposed activity of striking off the name .
Action after serving Notice
At the expiry of the time specified in the notice, the Registrar may, except cause to the contrary is shown by the company, strike off its name from the register of companies, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the company shall stand dissolved.
Cancellation of Certificate of Incorporation
Where a company stands dissolved under section 248, it will on and from the date specified in the notice, stop to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled.
Disclaimer – Please note that the above articles is based on the interpretation of related laws and judicial pronouncement which may differ from person to person. The reader are expected to take the expert opinion on the matter.