Section 248 Power of Registrar to strike off company
- Amendments
- 4
- Last changed
- 2 November 2018
248. Power of Registrar to remove name of company from register of companies.—
(1) Where the
Registrar has reasonable cause to believe that—
(a) a company has failed to commence its business within one year of its incorporation;Inserted by Companies (Amendment) Act, 2015, s. 19, with effect from 29 May 2015or
Text omitted by amendmentClause (b) omitted by Companies (Amendment) Act, 2015, s. 19, with effect from 29 May 2015
(c) 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 Substituted by Companies (Amendment) Act, 2019, s. 36, with effect from 2 November 2018. Earlier read: "section 455,"section 455; or
Inserted by Companies (Amendment) Act, 2019, s. 36, with effect from 2 November 2018(d) the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under sub-section (1) of section 10A; or
Inserted by Companies (Amendment) Act, 2019, s. 36, with effect from 2 November 2018(e) the company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of section 12.
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, if any, within a period of thirty days from the date of the notice.
(2) Without prejudice to the provisions of sub-section (1), a company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent. members in terms of paid-up share capital, file an application in the prescribed manner to the Registrar for removing the name of the company from the register of companies on all or any of the grounds specified in sub-section (1) and the Registrar shall, on receipt of such application, cause a public notice to be issued in the prescribed manner:
Provided that in the case of a company regulated under a special Act, approval of the regulatory body constituted or established under that Act shall also be obtained and enclosed with the application.
(4) A notice issued under sub-section (1) or sub-section (2) shall be published in the prescribed manner and also in the Official Gazette for the information of the general public.
(5) At the expiry of the time mentioned in the notice, the Registrar may, unless 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.
(6) The Registrar, before passing an order under sub-section (5), shall satisfy himself that sufficient provision has been made for the realisation 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 persons in charge of the management of the company:
Provided that notwithstanding the undertakings referred to in this sub-section, the assets of the company shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the company from the register of companies.
(7) The liability, if any, of every director, manager or other officer who was exercising any power of management, and of every memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. of the company dissolved under sub-section (5), shall continue and may be enforced as if the company had not been dissolved.
(8) 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.