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;
(b) the subscribers to the memorandum have not paid the subscription which
they had undertaken to pay within a period of one hundred and eighty days from the
date of incorporation of a company and a declaration under sub-section (1) of section 11
to this effect has not been filed within one hundred and eighty days of its incorporation;
or
(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 section 455,
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.
(3) Nothing in sub-section (2) shall apply to a company registered under section 8.
(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 member 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.