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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