REPLY TO FORM STK.1 NOTICE FOR REMOVAL OF
COMPANY NAME
Recently, the Registrar of Companies again
started issuing STK.1 notices to companies and its Directors for removal of
name of the company from the Register of Companies pursuant to Section 248(1)
of the Companies Act, 2013.
As per Section 248(1)(c) of the Companies Act, 2013 where the Registrar has
reasonable cause to believe that
(i) a company is not carrying on any
business or operation for a period of two immediately preceding financial
years and
(ii) has not
made any application within such period for obtaining the status of a dormant company,
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.
Companies receiving STK.1 notices
In cases where the Company has not filed its
annual accounts and annual returns with the Registrar of Companies (ROC) for
the last 2 or more financial years, it is presumed that the Company is not
carrying on any business or operations and consequently, the ROC is issuing
STK.1 notices to those companies (except certain categories of companies
covered under Rule 3 of the Companies (Removal of Name from the Register of
Companies) Rules, 2016.
The Companies receiving the show cause notices
are required to send representation to the Registrar along with the relevant
documents, if any, within 30 days’ time from the date of receipt of the notice.
Unless a contrary cause is shown within the prescribed period of 30 days, the name
of the Company shall be liable to be removed from the Register of Companies.
Reply to STK.1 Notice
A company which has received Notice in Form
STK.1 and does not want the name of the Company to be struck off, it must reply
to the show cause notice by following the below mentioned steps:
1) The Company must complete its pending annual
filings before the expiry of the 30 days period and give a letter to the ROC
replying to the Notice STK.1 that the Company is carrying on business and
operations and also give the details of the SRN of all the pending annual
filings made by the Company. The Challan copies of the annual forms filed may
also be attached.
2) If the Company is not in a position to
complete its pending annual filings before the expiry of the 30 days period, it
must give a letter to the ROC stating that the Company is carrying on business
and operations and seek extension of time to complete the necessary annual filings.
After completing its pending filings within the time requested, the Company
must submit the challan (SRN) details with the ROC.
In some cases, the Companies which have
already filed the overdue documents under the Condonation of Delay Scheme, 2018
which was in force till 01.05.2018, they are also now receiving the STK.1 notice
for strike off. While submitting reply to the notice, the Companies should also
mention in the letter the SRN of the Form e-CODS filed with the ROC.
Draft
Reply
(on
company letter head)
Date:
To
The Registrar of Companies
……………………
…………….
Sub: Form STK.1 No………
Ref:
In the matter of M/s. ……………………. LIMITED
(CIN: …………………………..)
Dear Sir,
This is with reference to the abovementioned
STK.1 notice dated ……………. intending to remove the name of the Company from the
Register of Companies on the ground that the Company is not carrying on any
business or operation for a period of 2 immediately preceeding financial years.
In this connection, we would like to state as follows:
1. The Company, ……………………………………….
LIMITED, was incorporated on ………….. and is carrying on business activities since
its incorporation. The Company has also filed its Balance Sheet and Annual
Returns made upto 31.03.2017 with the Registrar of Companies, …………. in e-forms
20B/MGT-7 and Form 23AC & ACA/ AOC-4 on various dates as per the details
provided below:
Sl.No.
|
Financial
Year
|
AOC-4/
23AC & ACA
(SRN
& Date)
|
MGT-7/
20B
(SRN
& Date)
|
1.
|
2013-14
|
|
|
2.
|
2014-15
|
|
|
3.
|
2015-16
|
|
|
4.
|
2016-17
|
|
|
2.
In
view of the recent Condonation of Delay Scheme, 2018 introduced by the Ministry
of Corporate Affairs, the Company has also filed e-Form CODS vide SRN ……… on
………. for condonation of delay in fling Annual forms and the same has been
approved.
We request your good office to kindly
take the above representation on record and oblige.
Thanking you,
Yours faithfully,
For ……………………….. Limited
(Name)
Director
DIN: ………………………………
By giving
timely reply to the STK.1 notice as above, a Company can prevent its name from
getting struck off from the Register of Companies. Once a company’s name is
struck off pursuant to Section 248(1), the only remedy left with the Company is
to approach the National Company Law Tribunal seeking restoration of its name
in the Register of Companies under the provisions of Section 252(3) of the Companies
Act, 2013.
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