• Yashika Thakran

SECTION 249 (Restriction on making application u/s 248 in certain cases)

Updated: Oct 7

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Section 248(1)


Where the registrar has a reasonable cause to believe that:


(a) The Company has failed to commence its business within one year of its incorporation,

Or

(b) 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 dormant Company u/s 455.


DISQUALIFICATIONS (as per Rule 3)

  • Listed Companies

  • De-listed Companies due to non Compliance of listing agreement or any other statuary laws

  • Section 8 (or Section 25) Companies

  • Companies having charges which are pending satisfaction

  • Vanishing Companies

  • Companies where investigation/inspection has been ordered and is pending.

  • Companies, where order u/s 234 of Companies Act, 1956 (power of Registrar to call for information or explanation) has been issued by ROC and reply, is pending.

  • Companies whose compounding application is pending in a competent authority.

  • Companies against which any prosecution for an offense is pending in any court

  • Companies accepted public deposits & which are outstanding for payment.


Section 248(2)

A Company may after extinguishing all liabilities, also make an application in Form No. STK-2 which shall be signed by the director duly authorized by the Board and certified by a PCA/PCS/PCWA along with the fee of 5000/- rupees for the purpose of removing the name of the Company from the register of members after abolishing all of its liabilities, by passing a special resolution or obtaining the consent of 75% members in terms of paid-up share capital.


SECTION 249


Restriction on making application u/s 248 in certain cases


An application u/s 248(2) by a Company shall not be made if at any time in the previous 3 months, the Company


(a) has changed its name or shifted its registered office from one state to another

(b) has made a disposal for value of property or rights held by it, immediately before cesser of trade or otherwise carrying on of the business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business

(c) has engaged in any other activity except the one which is necessary for the purpose of making an application under that section or deciding whether to do so or concluding the affairs of the Company or complying with any statutory requirement.

(d) An application to the Tribunal for sanctioning of compromise or arrangement is pending.

(e) The Company is being wound up under Chapter XX whether voluntarily or by the Tribunal.


Rule 4(2) read with 1st Proviso to Section 248(2)


Every application made by t