Shareholders consent in striking off

[Bharti Ahuja]

Dear Members,

With reference to shareholders consent to be secured for striking off, would a mere formal consent from all the shareholders suffice or an EGM needs to be convened?

If EGM is required, then when the same is called. Post board meeting in which statement of accounts and striking off is approved by the board.

 Also, STK form needs to be filed in 30 days from board meeting or shareholders meeting.

Please share practical approach in completing the same.

Best regards

[Rajesh Kumar]

Hi,

With reference to shareholders consent to be secured for striking off, would a mere formal consent from all the shareholders suffice or an EGM needs to be convened?

If you are able to get consent of 75% (share holding) shareholders then EGM not required.

If EGM is required, then when the same is called. Post board meeting in which statement of accounts and striking off is approved by the board.

 Also, STK form needs to be filed in 30 days from board meeting or shareholders meeting.- 

30 day limit applicable for Statement of account and for other documents there is no limit of date.

1.  Pass board resolution - authorizing strike off

2.  Get consent of 75% members

3.  Get signed and notorised STK 3 and 4 (on stamp papers)

4.  Get signed Statement of accounts by all directors and auditor ( this must be      not older than 30 days at the time of filing.)

5. File form STK-2 (within 30 days from getting signed Financial statement)

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Thanks & Regards 

CS Rajesh Kumar
Company Secretary In Practice
Mobile-7299930310, 9380068080

[Bharti Ahuja]

Thank you Mr Rajesh.

But Roc Bangalore and Roc Hyderabad suggesting that egm is required for securing shareholders consent.

[karan]

Hi,

whether consent from shareholders is enough? or EGM is also required? plz clarify

Regards,

Kiran

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Thanks & Regards 

CS Rajesh Kumar
Company Secretary In Practice
Mobile-7299930310, 9380068080

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[shipr...@femaleadda.com]

hi Bharti

below is given procedure of co. strike off, hope it will help you - 

PROCEDURE OF FILING APPLICATION BEFORE THE REGISTRAR OF COMPANIES IN E-FORM STK 2 – (RULE 4(1)) –

Following procedure is to be followed for removing the name of the company from the register of companies –

1.      1. Call and held Board meeting to pass board resolution for the purpose of striking off or removing its name from Register of Companies and authorise any director of the company to file an application

2.      2. After holding of board meeting, if there is any liability in the company, the company will set off all liabilities.

3.      3. Call and held AGM and pass special resolution

4.     4.  File MGT 14 with 30 days of passing Special resolution

5.     5.  File an application for removal of name of the company under Section 248 (2) in e-forms STK 2 along with filing fee of Rs. 5000 with all required attachments.

PS – Event date is not applicable for STK 2 filing. Filing fee is payable subject to change in pursuance of the Act or any other Rule or Regulation made or notification issued thereunder.

http://lawgyaan.in/removal-name-company-companies-act-2013-form-stk-2/

[karan]

Hello Sir,

But under Section 248 (2) it clearly shows that Special resolution or Consent from 75% of shareholders. Then why to pass Special Resolution.?

Regards,

Kiran

[cssatya...@gmail.com]

Yes, it has to be either of two. 

[Bharti Ahuja]

I agree on consent from shareholders. In case 75 percent shareholders are giving consent then to my understanding EGM is not required to be held.

To confirm things practically, checked with three different ROC. While Delhi RoC is saying plain consent is sufficient, Hyderabad and Bangalore RoC are saying EGM should be held.

Don't Know  how to proceed.

On Apr 25, 2017 14:34, <cssatya...@gmail.com> wrote:

Yes, it has to be either of two. 

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[Roopali Baijal]

Your company fall under which roc's jurisdiction .
Do as per the jurisdiction of roc.

Roopali Baijal

[Bharti Ahuja]

I need to close two companies ( one in Hyderabad and other in Bangalore)

My point is, when the Act allows securing of consent, why we call an EGM ( in our case calling of EGM would be very difficult)

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Best Regards,

Bharti Ahuja

[carakes...@icai.org]

Plz provide the format how the consent of shareholders to be taken?

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[carakes...@icai.org]

Is shareholders consent is to be taken on plain paper or affidavit?

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[CS Manish Mishra]

yes.. EGM shall be required and pass SR...also I would suggest you to file MGT-14

[Bharti Ahuja]

why EGM should be required when the Act allows securing consent from shareholders holding 75% of paid-up capital.

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[karan]

Hi,

attached consent letter from shareholder. 

Regards,

Karan