The Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 26th December, 2016
G.S.R. 1174(E).—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. Short title and commencement.- (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.
2. Definitions.– (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.
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) vanishing companies;
(iv)
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;
(v)
companies 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.
4. Application for removal of name of company—(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 five
thousand rupees. (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) insurance 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;
(ii)
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 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) a statement regarding pending litigations, if any, involving the company.
5. Manner of filing of application– (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.
6. Form to be certified–
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.
(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.
(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.
8.
Manner of notarisation, appostilisation or consularisation of indemnity
bond and declaration in case of foreign nationals or non-resident
Indians:- 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.
9. Notice of striking off and dissolution of company
– The Registrar shall cause a notice under subsection (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.
10. Applications or forms pending before Central Government –
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).
Form No. STK 1
Notice by Registrar for removal of name of a company from the register of companies
[Pursuant
to sub-section (1) of section 248 of the Companies Act, 2013 and rule 3
of the Companies (Removal of Names of Companies from the Register of
Companies) Rules, 2016]
FORM NO. STK-2
Application by company to ROC for removing its name from register of companies
[Pursuant
to Section 248(2) of Companies Act, 2013 and Rule 4(1) of the Companies
(Removal of Names of Companies from the Register of Companies) Rules,
2016]
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]
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]
FORM No. STK – 5
PUBLIC NOTICE
[Pursuant
to sub-section (1) and sub-section (4) of section 248 of the Companies
Act, 2013 and rule 7 of the Companies (Removal of Names of Companies
from the Register of Companies) Rules, 2016]
FORM No. STK – 6
PUBLIC NOTICE
[Pursuant
to sub-section (2) and sub-section (4) of section 248 of the Companies
Act, 2013 and rule 7 of the Companies (Removal of Names of Companies
from the Register of Companies) Rules, 2016]
FORM No. STK – 7
NOTICE OF STRIKING OFF AND DISSOLUTION
[Pursuant
to sub-section (5) of section 248 of the Companies Act, 2013 and rule 9
of the Companies (Removal of Names of Companies from the Register of
Companies) Rules, 2016]
Thanks & Regards,
CS Meetesh Shiroya
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