1.

Initiated by RoC [S. 248(1)]

Grounds for strike off: If RoC has reasons to believe that -

• a Co has failed to commence its business within 1 year of its incorporation; or
• a Co is not carrying on any business or operation for 2 immediately preceding FYs and has not made any application within such period for obtaining the status of a dormant Co u/s 455, or
• subscribers to MoA have not paid subscription money and a declaration to this effect has not been filed within 180 days of its incorporation u/s 10A(1); or
• Co is not carrying on any business or operations, as revealed after the physical verification carried out u/s 12(9)

RoC to send a notice to the Co and all its directors -

• of his intention to strike off the Co, and
• request them to send their representations along with copies of the relevant documents, if any, within 30 days from the date of the notice

2.

Voluntary strike off by a Co
[S. 248(2), R. 4 of Co (RNC) Rules]

Prerequisites:

• Any one or more grounds mentioned above is applicable;
• extinguish all its liabilities;
• ²²the Co has filed overdue returns (if any) in Form No. AOC 4/XBRL as the case may be (for FS), and Form No. MGT 7 up to the end of FY in which the Co ceased to carry its business;
• pass a special resolution or consent of 75% members in terms of paid-up share capital;
• in the case of a Co regulated under a special Act ⟶ obtain an approval of the regulatory body constituted or established under that Act;
• Co to file an application with the RoC ⟶ RoC to cause a public notice to be issued in the prescribed manner

3.

Restrictions on application for Voluntary strike off by a Co -
[S. 248(3), S. 249, R. 3 of Co (RNC) Rules]

• S. 8 Co
• Listed Co
• Co delisted due to non-compliance of listing agreement/regulations or any other statutory laws
• ²²Vanishing Cos
• Cos where inspection/investigation is ordered and is being carried out, or actions on such order are yet to be taken up, or were completed but prosecutions arising out of the same are pending in the Court
• Co where notices u/s 234 of Co Act 1956 or u/s 206 or 207 of Co Act 2013 have been issued by RoC/Inspector and
  • reply thereto is pending, or
  • report u/s 208 has not yet been submitted, or
  • follow up of instructions on report u/s 208 is pending, or
  • where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court
• Co against which any prosecution for an offence is pending in any court
• Co whose application for compounding is pending before the competent authority for compounding the offences committed by the Co or any of its OID
• Cos, which have accepted public deposits which are either outstanding or the Co is in default in repayment of the same
• Cos having charges which are pending for satisfaction, and
• if at any time in previous 3 months, the Co has:-
  • changed its name
  • shifted its registered office from one State to another
  • made a disposal for value of property or rights held by it, immediately before cesser of trade or otherwise carrying on of business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business;
  • has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application u/s 248(2), or deciding whether to do so or concluding the affairs of the Co, or complying with any statutory requirement;
  • has made an application to NCLT for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or
  • is being wound up u/Ch. XX of Co Act 2013 or under IBC

An application filed u/s 248(2) shall be withdrawn by the Co/rejected by the RoC as soon as the aforesaid conditions are brought to his notice

4.

Further procedure

[S. 248(4), (5)]

A notice to be published in the prescribed manner + in Official Gazette⟶At the expiry of the time mentioned in the notice⟶RoC may strike off⟶publish notice thereof in the Official Gazette

On publication in the Official Gazette⟶Co shall stand dissolved