Section 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;4[or]
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(c) a compan y 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 6[section 455; or]
7[(d) the subscribers to the memorandum have not paid the subscription which they had undertaken
to pay at the time of incorporation of a company and a declaration to this effect has not been filed within
one hundred and eighty days of its incorporation under sub-section (1) of section 10A; or
(e) the company is not carrying on any business or operations, a s revealed after the physical
verification carried out under sub-section (9) of section 12.]
he shall send a notice to the company and all the directors of the company, of his inten tion 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.

1. Subs. by Notification No. S.O. 3400(E), s. 2 for certain words (w.e.f. 23-10-2017).
2. Subs. by Act 1 of 2018, s. 74, for “during or after the valuation of assets” (w.e.f. 9-2-2018).
3. Subs. by vide Notification No. S.O. 1303(E), for certain words (w.e.f. 24-3-2021).
4. Ins. by Act 21 of 2015, s. 19 (w.e.f. 29-5-2015).
5. Clause (b) omitted by s. 19, ibid. (w.e.f. 29-5-2015).
6. Subs. by Act 22 of 2019, s. 36, for “section 455,” (w.e.f. 2-11-2018).
7. Ins. by s. 36, ibid. (w.e.f. 2-11-2018).

(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