Companies (Removal of Names of Companies from the Register
of Companies) Rules, 2016][1] [As amended up to G.S.R. 658(E), dated 24-8-2022] [26th December,
2016] In exercise of
the powers conferred by sub-sections (1), (2) and (4) of Section 248 read with
Section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the
Companies (Central Government) General Rules and Forms, 1956 except as respects
things done or omitted to be done before such supersession, the Central
Government hereby makes the following rules, namely (1) These rules may
be called the Companies (Removal
of Names of Companies from the Register of Companies) Rules, 2016. (2) They shall come
into force on the date of their publication in the Official Gazette. (1) In these rules,
unless the context otherwise requires, (a) “Act” means the
Companies Act, 2013 (18 of 2013); (b) “Form” or
“e-Form” means a non-electronic form or an electronic form annexed to these
rules. (2) Words and
expressions used in these rules but not defined and defined in the Act or in
the Companies (Specification of Definitions Details) Rules, 2014, shall have
the same meanings respectively assigned to them in the Act or in the said
rules. (1) The Registrar
of Companies may remove the name of a company from the register of companies in
terms of sub-section (1) of Section 248 of the Act: Provided that
following categories of companies shall not be removed from the register of
companies under this rule and Rule 4, namely (i) listed
companies; (ii) companies that
have been delisted due to non-compliance of listing regulations or listing
agreement or any other statutory laws; (iii) companies; (iv) 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; (v) 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; (vi) companies
against which any prosecution for an offence is pending in any court; (vii) 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; (viii) companies,
which have accepted public deposits which are either outstanding or the company
is in default in repayment of the same; (ix) companies
having charges which are pending for satisfaction; and (x) companies
registered under Section 25 of the Companies Act, 1956 or Section 8 of the Act. Explanation. For the purposes of clause (iii), the expression “vanishing company” means a company,
registered under the Act or previous company law or any other law for the time
being in force and listed with Stock Exchange which has failed to file its
returns with the Registrar of Companies and Stock Exchange for a consecutive
period of two years, and is not maintaining its registered office at the
address notified with the Registrar of Companies or Stock Exchange and none of
its directors are traceable. (2) For the purpose
of sub-rule (1), 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. (3) The notice
shall contain the reasons on which the name of the company is to be removed
from the register of companies and shall seek representations, if any, against
the proposed action from the company and its Directors along with the copies of
relevant documents, if any, within a period of thirty days from the date of the
notice. (1) An application
for removal of name of the company under sub-section (2) of Section 248 shall
be made in Form STK-2 along with the fee of [2][ten
thousand rupees: Provided that
no application in Form No. STK-2 shall be filed by a company unless it has
filed overdue returns in Form No. AOC-4 (Financial Statement) or AOC-4 XBRL, as
the case may be, and Form No. MGT-7 (Annual Return), up to the end of the
financial year in which the company ceased to carry its business operations: Provided
further that in case a company intends to file Form No. STK-2 after the action
under sub-section (1) of Section 248 has been initiated by the Register, it
shall file all pending overdue returns in Form No. AOC-4 (Financial Statement)
or AOC-4 XBRL, as the case may be, and Form No. MGT-7 (Annual Return) before
filing Form No. STK-2: Provided also
that once notice in Form No. STK-7 has been issued by the Registrar pursuant to
the action initiated under sub-section (1) of Section 248, a company shall not
be allowed to file an application in Form No. STK-2.]. (2) Every
application under sub-rule (1) shall accompany a no objection certificate from
appropriate Regulatory Authority concerned in respect of following companies,
namely (i) companies which
have conducted or conducting non-banking financial and investment activities as
referred to in the Reserve Bank of India Act, 1934 (2 of 1934) or rules and
regulations thereunder; (ii) housing finance
companies as referred to in the Housing Finance Companies (National Housing
Bank) Directions, 2010 issued under the National Housing Bank Act, 1987 (53 of
1987); (iii) companies as
referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations
thereunder; (iv) companies in
the business of capital market intermediaries as referred to in the Securities
and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations
thereunder; (v) companies
engaged in collective investment schemes as referred to in the Securities and
Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations
thereunder; (vi) asset
management companies as referred to in the Securities and Exchange Board of
India Act, 1992 (15 of 1992) or rules and regulations thereunder; (vii) any other
company which is regulated under any other law for the time being in force. (3) The application
in Form STK 2 shall be accompanied by (i) indemnity bond
duly notarised by every director in Form STK 3; [3][Provided that
in case of a (a) Government
company in which the entire paid up share capital is held by the Central
Government, or by any State Government or Governments or by the Central
Government and one or more State Governments; or (b) subsidiary of a
Government company, referred to in clause (a), in which the entire paid up
share capital is held by that Government company, a duly notarised indemnity
bond in Form STK-3A shall be given by an authorised representative, not below
the rank of Under Secretary or its equivalent, in the administrative Ministry
or Department of the Government of India or the State Government, as the case
may be, on behalf of the company;] (ii) a statement of
accounts [4][in Form No. STK-8]
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; (iii) An affidavit in
Form STK 4 by every director of the company; (iv) a 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. [5][(4)(a) Where the Registrar, on examining
the application made in Form STK-2, finds that it is necessary to call for
further information or finds such application or any document annexed therewith
is defective or incomplete in any respect, he shall inform to the applicant to remove
the defects and re-submit the complete Form within fifteen days from the date
of such information, failing which the Registrar shall treat the Form as
invalid in the electronic record, and shall inform the applicant, accordingly. (b) After the re-submission of the
Form or document, if the Registrar finds that the Form or document is defective
or incomplete in any respect, he shall give further time of fifteen days to
remove such defects or complete the Form, failing which the Registrar shall
treat the Form as invalid in the electronic record and shall inform the
applicant, accordingly. (c) Any re-submission of the
application in Form STK-2 made prior to the commencement of the Companies
(Removal of Names of Companies from the Register of Companies) Amendment Rules,
2022 shall not be counted for the purposes of reckoning the maximum number of
re-submissions of such Form.] (1) The application
in Form STK 2 shall be signed by a director duly authorised by the Board in
their behalf. (2) 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 while uploading the form. 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. (1) The notice
under sub-section (1) or sub-section (2) of Section 248 shall be in Form STK 5
or STK 6, as the case may be, and be (i) placed on the
official website of the Ministry of Corporate Affairs on a separate link
established on such website in this regard; (ii) published in
the Official Gazette; (iii) published in
English language in a leading English newspaper and at least once in vernacular
language in a leading vernacular language newspaper, both having wide
circulation in the State in which the registered office of the company is
situated: Provided that
in case of any application made under sub-section (2) of Section 248 of the
Act, the company shall also place the application on its website, if any, till
the disposal of the application. [6][Provided
further that the publication of notice under clause (iii) of this sub-rule, in respect of cases falling under
sub-section (1) of Section 248 shall be in Form No. STK 5-A.] (2) The Registrar
of Companies shall, simultaneously intimate the concerned regulatory
authorities regulating the company, viz, the Income-tax authorities, central
excise authorities and 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
thirty days from the date of issue of the letter of intimation and if no
objections are received within thirty days from the respective authority, it
shall be presumed that they have no objections to the proposed action of
striking off or removal of name. For the
purposes of these rules, if the person is a foreign national or non-resident
Indian, the indemnity bond, and declaration shall be notarised or appostilised
or consularised. The Registrar
shall cause a notice under sub-section (5) of Section 248 of striking off the
name of the company from the register of companies and its dissolution to be
published in the Official Gazette in Form STK 7 and the same shall also be
placed on the official website of the Ministry of Corporate Affairs. Any application
or pending proceeding for striking off or Form-FTE filed with the Registrar of
Companies 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 (1 of 1956). Forms [For Forms see Web-data] [1]
Ministry of Corporate Affairs, Noti.
No. G.S.R. 1174(E), dated December 26, 2016, published in the Gazette of India,
Extra., Part II, Section 3(i), dated 27th December, 2016, pp. 14-28, No. 886 [2]
Subs. for “five thousand rupees”
by G.S.R. 350(E), dt. 8-5-2019 (w.e.f. 10-5-2019). [3]
Ins. by G.S.R. 420(E), dated
29-6-2020 (w.e.f. 29-6-2020). [4]
Ins. by G.S.R. 350(E), dt.
8-5-2019 (w.e.f. 10-5-2019). [5]
Ins. by G.S.R. 436(E), dated
9-6-2022 (w.e.f. 9-6-2022). [6]
Ins. by G.S.R. 355(E), dated
12-4-2017 (w.e.f. 12-4-2017).Companies
(Removal of Names of Companies from the Register of Companies) Rules, 2016