Ministry of Corporate Affairs, on May 10, 2023, has amended the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 (“Rules”) vide the Companies (Removal of Names of Companies from the Register of Companies) Second Amendment Rules, 2023 (“Second Amendment Rules”).  

Pursuant to the Second Amendment Rules, Rule 4(1) of the Rules shall be amended to include the provisos introduced vide Second Amendment Rules. 

Rule 4 sub-rule 1 of the Rules concerning the application to be made to Registrar, Centre for Processing Accelerated Corporate Exit, in Form No. STK-2 for removal of name of a company under Section 248(2) of the Companies Act, 2013 along with a fees of Rs. 10,000/- (Rupees Ten Thousand). 

Sub-section (2) of Section 248 of the Companies Act, 2013 [Power of Registrar to remove name of company from register of companies] provides that, subject to provisions of sub-section (1) of section 248 [reasons for which registrar can send notice to company for its intention to remove the name of the company from register of companies], a company may, after extinguishing all its liabilities, by a special resolution or consent of 75% 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 however 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. 

The provisos to be inserted to Rule 4(1) of the Rules vide Third Amendment Rules, is as follows: 

“Provided that the company shall not file an application unless it has filed overdue financial statements under section 137 and overdue annual returns under section 92, 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 the application after the action under subsection (1) of section 248 has been initiated by the Registrar, it shall file all pending financial statements under section 137 and all pending annual returns under section 92, before filing the application:  

Provided also that once notice under sub-section (5) of section 248 has been issued by the Registrar for publication pursuant to the action initiated under sub-section (1) of section 248, a company shall not be allowed to file the application under this sub-rule.” 

Second Amendment Rules became applicable from May 10, 2023.

Please find a copy of the Second Amendment Rules, here.

This update has been contributed by Namitha Mathews (Partner) and Jalaj Mahajan (Associate).

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