The document summarizes the process of strike off or removal of a company's name from the register of companies under the Companies Act, 2013 in India. There are two modes of strike off - by the Registrar of Companies under Section 248(1) if certain conditions are met, or by a company applying on its own under Section 248(2). The process involves issuing notices, publishing notices, restrictions on certain types of companies, effects of dissolution, penalties for fraudulent applications, and rights of appeal. The summary aims to provide a concise overview of the key details and steps involved in the strike off process for companies in India according to the Companies Act.

1. Strike off of Companies
under Companies Act, 2013
CS Meenakshi Jayaraman

2. 2
Credits and Acknowledgments
Sundar Rajan S

3. 3
Legends used in the Presentation
Act Companies Act, 2013
CG Central Government
FY Financial Year
MCA Ministry of Corporate Affairs
RBI Reserve Bank of India
ROC Registrar of Companies
Rule(s) Companies (Removal of Name of Companies from the
Register of Companies) Rules, 2016
SEBI Securities and Exchange Board of India
Sec Section

4. 4
Overview Strike off by ROC
Strike off by
Company on its
own
Manner of
publication of
notice
Notice of striking
off and dissolution
of Company
Categories of
companies not
eligible for strike
off
Restrictions on
Making Application
under Sec 248(2)
Effect of Company
notified as
dissolved
Fraudulent
Application for
Removal of Name
Appeal to Tribunal
Judicial
Precedents
Statistics
Presentation Schema

5. Overview
5

6. Strike off or removal of name from the register of Companies is a simplified process by which a Company can be
dissolved
It is a fast track exit to Companies that are defunct and can be opted only by certain Companies that are eligible
under the provisions of the Act
It is a mechanism by which Companies get dissolved in a time bound manner which avoids liquidation costs
Provisions of strike off of Companies are governed under Chapter XVIII of the Act (Sec 248 – 252) read with Rules
made thereunder
6

7. Modes of strike off
7

8. Strike off
Strike off by ROC
[Sec 248(1)]
Strike off by Company on its
own
[Sec 248(2)]

9. Strike off by ROC – Sec
248(1)

10. Company has failed to commence its business within one year of its incorporation
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
Subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the
time of incorporation of the Company and a declaration to this effect in Form INC-20A has not been filed
within 180 days of its incorporation
Company is not carrying on any business or operations, as revealed after the physical verification carried
out by the Registrar for verifying the registered office of the Company under Sec 12(9) of the Act
Under any of the following grounds, Registrar shall strike off the name of the Company from
the register by following the procedure laid down under the Act

11. 11
Procedure to be followed by Registrar for striking off
Registrar shall send a notice in Form STK-1 to the Company and all the
directors of the Company
at the addresses available on record, by registered post with
acknowledgement due or by speed post
of his intention to remove the name of the Company from the register of
companies stating the reasons thereon and requesting them
to send their representations along with copies of the relevant
documents, if any, within a period of 30 days from the date of the notice

12. Strike off by Company
on its own – Sec 248(2)
12

13. 13
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 as prescribed in Rule 4, to the Registrar for removing the name of the Company
from the register of companies on all or any of the grounds specified in Sec 248(1)
and the Registrar shall, on receipt of such application, cause a public notice to be issued as
prescribed in Rule 7
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

14. Application for removal of name of Company – Rule 4
Once notice in Form STK-7 has been issued by the Registrar pursuant to the action initiated under Sec 248(1), a
Company shall not be allowed to file an application in Form STK-2
In case a Company intends to file Form STK-2 after the action under Sec 248(1) has been initiated by the Registrar, it
shall file all pending overdue returns in Form AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and
Form MGT-7 (Annual Return) before filing Form STK-2
No application in Form STK-2 shall be filed by a Company unless it has filed overdue returns in Form AOC-4 (Financial
Statement) or AOC-4 XBRL, as the case may be, and Form MGT-7 (Annual Return), up to the end of FY in which the
Company ceased to carry its business operations
An application for removal of name of the Company under Sec 248(2) shall be made in Form STK-2 along with the fee
of Rs. 10,000
14
Form STK-7 is notice given by Registrar on striking off of the Company pursuant to Sec 248(5)

15. 15
In case of following companies, application in Form STK-2 shall be accompanied with a no objection
certificate from appropriate Regulatory Authority concerned
Contd.
Companies engaged in non-banking financial and investment activities as referred to in RBI Act, 1934 or
rules and regulations thereunder
Housing Finance Companies as referred to in the Housing Finance Companies (National Housing Bank)
Directions, 2010 issued under the National Housing Bank Act, 1987
Insurance companies as referred to in the Insurance Act, 1938 or rules and regulations thereunder
Companies in the business of capital market intermediaries as referred to in SEBI Act, 1992 or rules and
regulations thereunder
Companies engaged in collective investment schemes as referred to in SEBI Act, 1992 or rules and
regulations thereunder
Asset management companies as referred to in SEBI Act, 1992 or rules and regulations thereunder
Any other Company which is regulated under any other law for the time being in force

16. 16
Contd.
Application in Form STK 2 shall be accompanied by:
indemnity bond duly notarised by every director in Form STK 3
a statement of accounts in Form STK-8 containing assets and liabilities of the Company made up to a day,
not more than 30 days before the date of application and certified by a Chartered Accountant
An affidavit in Form STK 4 by every director of the Company
a copy of the special resolution duly certified by each of the directors of the Company or consent of 75% of
the members of the Company in terms of paid up share capital as on the date of application
a statement regarding pending litigations, if any, involving the Company
If the person is a foreign national or non-resident Indian, the indemnity bond, and declaration shall be notarised or appostilised or consularised

17. Manner of filing of
application and Certification
17

18. The application in Form STK 2 shall be signed by a director duly authorised by the Board in their behalf
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
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

19. Manner of publication of
notice – Sec 248(4) read
with Rule 7
19

20. The notice under Sec 248(1) & (2) shall be in Form STK 5 or STK 6, as the case may be, and be-
• placed on the official website of MCA on a separate link established on such website in this regard
• published in the Official Gazette
• 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, in Form STK-5A
In case of any application made under Sec 248 of the Act, the Company shall also place the application on its
website, if any, till the disposal of the application
20
ROC shall simultaneously intimate the
concerned regulatory authorities
regulating the Company, viz. income
tax/ indirect-tax authorities,
etc. 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
30 days from the date of issue of the
letter of intimation
and if no objections are received
within 30 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

21. Notice of striking off and
dissolution of Company –
Sec 248(5) & (6) read with
Rule 9
21

22. 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 Form STK-7 in the
Official Gazette,
and the same shall
also be placed on the
official website of
MCA
and on the publication
in the Official Gazette
of this notice, the
Company shall stand
dissolved
22
The Registrar, before passing the above order, 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
Notwithstanding the undertakings referred above, 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

23. The liability, if any, of every director, manager or other officer who was exercising any power of
management, and of every member of the Company dissolved under Sec 248(5), shall continue and may be
enforced as if the Company had not been dissolved
Nothing in Sec 248 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
23
Contd.

24. Categories of companies
not eligible for strike off
24

25. 1. Listed companies
2. Companies that have been delisted due to non-compliance of listing
regulations or listing agreement or any other statutory laws
3. Vanishing companies
4. 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
“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
5. Companies against which any prosecution for an offence is pending in any court

26. 26
6.Companies where,
 notices under Sec 234 of the Companies Act, 1956 or Sec 206 or Sec 207 of the Act have been issued by the Registrar or
Inspector and reply thereto is pending or
 report under Sec 208 has not yet been submitted or follow up of instructions on report under Sec 208 is pending or
 where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court
7. 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
8. Companies, which have accepted public deposits which are either outstanding or the
Company is in default in repayment of the same
9. Companies having charges which are pending for satisfaction
10. Companies registered under Sec 25 of the Companies Act, 1956 or Sec 8 of the Act
Sec 206 deals with Registrar’s power to call for information and inspect books of accounts of the Company
Sec 207 deals with Registrar’s power to conduct inspection and inquiry under the Act
Sec 208 deals with report submitted by Registrar to the CG on inspection made under Sec 206 and 207

27. Restrictions on Making
Application under Sec
248(2) in Certain Situations
– Sec 249
27

28. An application under Sec 248(2) shall not be made if, at any time in the previous 3 months, the Company,
has changed its name or shifted its registered office from one State to another
has 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 under that Sec,
or deciding whether to do so or concluding the affairs of the Company, or complying with any statutory requirement
has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded
is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016
If a Company files an application under Sec 248(2) in violation of above provisions, it shall be punishable
with fine which may extend to Rs. 1 lakh
Application under Sec 248(2) shall be withdrawn by the Company or rejected by the Registrar as soon as
the conditions mentioned above are brought to his notice

29. Effect of Company
notified as dissolved –
Sec 250

30. Where a Company stands dissolved under Sec 248, it shall on and from the date mentioned in the
notice under Sec 248(5)
cease to operate as a Company and the Certificate of Incorporation issued to it shall be deemed to
have been cancelled from such date
except for the purpose of realising the amount due to the Company and for the payment or discharge
of the liabilities or obligations of the Company

31. Applications or forms pending
before Central Government

32. Any application or pending
proceeding for striking off or
Form-FTE filed with ROC prior
to the commencement of the
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
 Form FTE is similar to Form STK-2 which was applicable for fast track exit under Companies Act, 1956
 This Form has been withdrawn with effect from 26th December, 2016 and got replaced with Form STK-2

33. Fraudulent Application
for Removal of Name –
Sec 251
33

34. 34
Where it is found that an application by a Company under Sec 248(2) has been made,
 with the object of evading the liabilities of the Company or
 with the intention to deceive the creditors or to defraud any other persons,
inspite of the Company being notified as dissolved, the persons in charge of the management of the Company shall be,
jointly and severally liable to any person or persons
who had incurred loss or damage as a result of the
Company being notified as dissolved, and
punishable for fraud in the manner as provided in
Sec 447
Without prejudice to the provisions contained above, the Registrar may also recommend prosecution of the
persons responsible for the filing of an application under Sec 248(2)

35. Appeal to Tribunal
– Sec 252
35

36. 36
it may order restoration of the name of the Company in the register of companies
if the Tribunal is of the opinion that the removal of the name of the Company from the register of companies
is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar,
may file an appeal to the Tribunal within a period of 3 years from the date of the order of the Registrar and
Any person aggrieved by an order of the Registrar, notifying a Company as dissolved under Sec 248,
Before passing any order under this Sec, the Tribunal shall give a reasonable opportunity of making
representations and of being heard to the Registrar, the Company and all the persons concerned
If the Registrar is
satisfied that the name
of the Company has
been struck off from the
register of companies
either inadvertently or on
the basis of incorrect
information furnished by
the Company or its
directors, which requires
restoration in the register
of companies,
he may within a period of
3 years from the date of
passing of the order
dissolving the Company
under Sec 248,
file an application before
the Tribunal seeking
restoration of name of
such Company

37. Contd.
37
A copy of the order passed by the Tribunal shall be filed by the Company with the Registrar within 30 days from the
date of the order and on receipt of the order, the Registrar shall cause the name of the Company to be restored in the
register of companies and shall issue a fresh certificate of incorporation
If a Company, or any member or creditor or workman thereof feels aggrieved by the
Company having its name struck off from the register of companies,
the Tribunal on an application made by the Company, member, creditor or workman
before the expiry of 20 years from the publication in the Official Gazette of the notice
under Sec 248(5) may,
if satisfied that the Company was, at the time of its name being struck off, carrying on
business or in operation or otherwise it is just that the name of the Company be
restored to the register of companies,
order the name of the Company to be restored to the register of companies, and the
Tribunal may, by the order,
give such other directions and make such provisions as deemed just for placing the
Company and all other persons in the same position as nearly as may be as if the
name of the Company had not been struck off from the register of companies

38. Judicial Precedents
38

39. ROC struck off name of petitioner Company from Register of Companies maintained by them due to defaults in
statutory compliances, namely, failure to file financial statements and annual returns
Against said order, petitioner filed instant application submitting that such default was caused for first time
by Directors due to inevitable circumstances, inadvertently and without any mala fide intentions and
without prejudice to interest of other members of petitioner Company
Petitioner thus sought relief against respondent, among other things, to restore name of Company in
Register of Companies maintained by ROC
It was noted from records that petitioner Company was in operation, it had assets and current liabilities
and, moreover, in case relief sought was not granted to Company, grave hardship and irreparable loss and
damage would be caused to it
Hence, NCLT allowed application filed by petitioner Company and directed ROC to restore the name in the
Register of Companies subject to payment of Rs. 1,00,000 as cost payable within 10 days of receipt of its order
and filing of all its pending financial statements and annual returns within 30 days of receipt of its order
Icchapurti Global Buildcon (P.) Ltd. vs. Registrar of Companies, Mumbai -
[2020] 113 taxmann.com 481 (NCLT - Mum.)

40. Calcutta Rubber Factory (P.) Ltd. vs. Registrar of Companies
- [2020] 113 taxmann.com 410 (NCL-AT)
Therefore, impugned order was set aside by NCLAT and name of appellant Company was directed to be restored subject to the
terms as stated therein (Payment of Rs. 1 lakh and filing of all pending Forms within 30 days of the order)
Hence, there was no compliance of mandatory provisions of Sec 248(1) which required service of notice to all directors of
Company about intention of ROC to remove name of Company from register of companies
NCLT also dismissed the appeal filed by the appellant Company stating that the Company is non-functional. But, it was noted that
ROC had served notice to Company's registered address which returned unserved but no notice was sent to directors of appellant
Company by ROC
Respondent, ROC served notice under Sec 248 to appellant Company, but, said notice returned undelivered with postal remark
"Left“. Thereafter, a public notice was issued and Company's name was struck off from register of companies
Appellant Company had not filed its annual returns and financial reports after period ending on 31-3-2013
Appellant Company was engaged in business of manufacturing, distributing, and exporting all kind of tyres, tubes, flaps, etc.

41. 41
Vinod Tarachand Agrawal vs. Registrar of Companies –
[2019] 112 taxmann.com 59 (NCLT - Ahd.)
Name of Company JR was struck off from statutory register of companies being maintained by ROC
Appellant being Liquidator of deregistered Company filed appeal seeking for restoration of name of Company
It was found that name of Company had been struck off because it had failed in filing its statutory returns (e.g. Balance
Sheets, Annual Returns) before ROC
However, when order impugned for striking off name of Company was passed, Company was under Corporate Interim
Resolution Process(CIRP), and thereafter gone into liquidation process by an order of NCLT
Hence, liquidator took over charge of assets of corporate-debtor i.e. struck off Company
Hence, NCLT held that strike off of name of Company during CIRP which was reported to have pending litigation could
not be treated as a legally valid and just action on part of ROC, and accordingly, name of Company was to be restored

42. Statistics
42

43. 0
10000
20000
30000
40000
50000
60000
70000
80000
90000
100000
11803
24426
8639
28418
1661
53814357
91386
9004
2116
5610
1446
57284812
15501666
8616
21050
66850
4356
702
13394
606 818 971
No. of companies struck off till date
No. of companies
struck off till date
ROC jurisdiction

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