Rule 4 - Application for removal of name of company - Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

4. Application for removal of name of company .- 5 [ (1) An application for removal of name of a company under sub-section (2) of section 248 shall be made to the Registrar, Centre for Processing Accelerated Corporate Exit in Form No. STK-2 along with fee of ten thousand rupees. ] 8 [ 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 sub-section (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. ] (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; 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 2 [ 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; 6 [ (iv) **** ] (v) a statement regarding pending litigations, if any, involving the company. 7 [ (3A) The Registrar, Centre for Processing Accelerated Corporate Exit established under sub-section (1) of section 396, shall be the Registrar of Companies for the purposes of exercising functional jurisdiction of processing and disposal of applications made in Form No. STK-2 and all matters related thereto under section 248 having territorial jurisdiction all over India. ] 4 [ (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. ] ************* Notes 1. Substituted vide Notification No. F. No. 1/28/2013-CL-V(Part) dated 08-05-2019 w.e.f. 10-05-2019 five thousand rupees 2. Inserted vide Notification No. F. No. 1/28/2013-CL-V(Part) dated 08-05-2019 w.e.f. 10-05-2019 3. Inserted vide Notification No. G.S.R. 420(E) dated 29-06-2020 4. Inserted vide Notification No. G.S.R. 436(E) dated 09-06-2022 5. Substituted vide Notification No. G.S.R. 298(E) dated 17-04-2023 w.e.f. 01-05-2023 before it was read as, (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 1 [ 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 Registrar, 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. ] . 6. Omitted vide Notification No. G.S.R. 298(E) dated 17-04-2023 w.e.f. 01-05-2023 before it was read as, (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; 7. Inserted vide Notification No. G.S.R. 298(E) dated 17-04-2023 w.e.f. 01-05-2023 8. Inserted vide Notification No. G.S.R. 354(E) dated 10-05-2023