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; 1[or]
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(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.
