Closure of Private limited Company

[Heny Pahuja]

Hello Members,

QUERY:

I want to the the procedure for closure of private limited Company .

The company incorporated on 11/05/208.

Can we close the Company because the Company has not completed one year also .

Please advice.

Thanks & Regards 

Heny Pahuja

[Govinda Patil]

Yes

You can  give a declaration that subscribers and promoters have decided not to carry on business and close the company.

Of course you need to do all other documentation  as applicable

[Prakash Nagarajan]

Dear Madam

In short in your case if your company has failed to commence its business within one year then only you can apply for strike off with the approval of members. Means no operations at all (Defunct)

If you want a detail explanation I can provide with interpretation so as to why!

Regards

Prakash Nagarajan

Company Secretary

+91 99766 77277

Alternative Mail: prakashna...@outlook.com

 

DONATE ORGANS, SAVE LIVES.

Office:

Practicing Company Secretaries

101-A, Ambience Avenue, 8-3-981/82,

Srinagar Colony Main Road,

Hyderabad - 500 073.

Off: 040-2374 3975, 2374 4448

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[CS V Kartik]

Minimum one year should elapse

[Prakash Nagarajan]

Namaste Ji

Fine reading of Provision 248(1) & (2) doesnt mean that. You can read once if in case you feel the above exp could be wrong, I can interpret & explain for sure. 

Regards

Prakash Nagarajan

Company Secretary

+91 99766 77277

Alternative Mail: prakashna...@outlook.com

 

DONATE ORGANS, SAVE LIVES.

Office:

Practicing Company Secretaries

101-A, Ambience Avenue, 8-3-981/82,

Srinagar Colony Main Road,

Hyderabad - 500 073.

Off: 040-2374 3975, 2374 4448

On Mon, 11 Mar 2019 at 22:07, CS V Kartik <karv...@gmail.com> wrote:

Minimum one year should elapse

[Heny Pahuja]

Thank you all for ur views Nd suggestion 

And Prakash sir I will definitely go to the section mentioned by you and if any explanation I need I will let you know for sure .

[Prakash Nagarajan]

Surely Ji. It's a beautifully drafted provision. That can release great aura from you when you understand.

Regards

Prakash Nagarajan

Company Secretary

+91 99766 77277

Alternative Mail: prakashna...@outlook.com

 

DONATE ORGANS, SAVE LIVES.

Office:

Practicing Company Secretaries

101-A, Ambience Avenue, 8-3-981/82,

Srinagar Colony Main Road,

Hyderabad - 500 073.

Off: 040-2374 3975, 2374 4448

[Heny Pahuja]

Can u let me know of which aura are u talking which is beautifully drafted?

[Prakash Nagarajan]

Dear Respected Heny 

Nothing much to think critically on my wordings. I just meant the professional feel that I felt after interpreting this kind of interconnected & carefully drafted provisions.

I am sorry if any of the wordings are represented wrongly. Ji, I surely hope that you appreciate the fact.

Regards

Prakash Nagarajan

Company Secretary

+91 99766 77277

Alternative Mail: prakashna...@outlook.com

 

DONATE ORGANS, SAVE LIVES.

Office:

Practicing Company Secretaries

101-A, Ambience Avenue, 8-3-981/82,

Srinagar Colony Main Road,

Hyderabad - 500 073.

Off: 040-2374 3975, 2374 4448

[Heny Pahuja]

No problem Sir ,not an issue .

[Ekta Saxena]

What if one year from date of incorporation has expired and still the Company has not commenced any business. Can we close the Company?

[Prakash Nagarajan]

Ensure that you have not carried on any operations in the company since incorporation. Thereon you can apply for strike off u/s 248(2). 

As you say you have crossed one year of incorporation pls ensure other compliances also till the date of strike off application. 

Regards

Prakash Nagarajan

Company Secretary

+91 99766 77277

Alternative Mail: prakashna...@outlook.com

 

DONATE ORGANS, SAVE LIVES.

Office:

Practicing Company Secretaries

101-A, Ambience Avenue, 8-3-981/82,

Srinagar Colony Main Road,

Hyderabad - 500 073.

Off: 040-2374 3975, 2374 4448

[CS SANDIP LATHIYA]

Voluntary Strike off is not allowed in the case of NOn-Commencement of Bussiness within 1 year,

As per November 2018 Ordinance,

Only ROC have power to Stuck off company for non filling INC20a.

--  “IF YOU THINK COMPLIANCE IS EXPENSIVE, TRY NON-COMPLIANCE” Best Regards.....!!! Cs Sandip Lathiya Practising Company Secretary Contact:- Email Id:- pcssa...@gmail.com Whatsapp Contact No:- +91 96246 40038 Hike Contact No:- +91 96246 40038

[Prakash Nagarajan]

Sorry Sir, its surely possible. This is one of a beautiful provision in CA 2013. 

And furthermore the concern stated that one year has lapsed from the date of incorporation.

Regards

Prakash Nagarajan

Company Secretary

+91 99766 77277

Alternative Mail: prakashna...@outlook.com

 

DONATE ORGANS, SAVE LIVES.

Office:

Practicing Company Secretaries

101-A, Ambience Avenue, 8-3-981/82,

Srinagar Colony Main Road,

Hyderabad - 500 073.

Off: 040-2374 3975, 2374 4448

[CS SANDIP LATHIYA]

if you want to try, then File STK-2 with payment of Rs.5000 form fees.

and wait for approval it.

--  “IF YOU THINK COMPLIANCE IS EXPENSIVE, TRY NON-COMPLIANCE” Best Regards.....!!! Cs Sandip Lathiya Practising Company Secretary Contact:- Email Id:- pcssa...@gmail.com Whatsapp Contact No:- +91 96246 40038 Hike Contact No:- +91 96246 40038

[Abhishek Tripathi]

According to my point of view only when the company is not able to do business for two consecutive financial years it can plead for closure with the respective of RoC in your case it’s not even crossed a single financial year

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Regards,
Abhishek Tripathi, Administrator
Tripathi and Company
Chartered Accountants
+91-9664050346

[Prakash Nagarajan]

Respected Sandip Lathiya Ji, Thank you very much for your valuable suggestion.

& Respected Abhishek Tripathi Ji, you should read 248(2) for once. Please quote me proviso which states as following:

"only when the company is not able to do business for two consecutive financial years it can plead for closure with the respective of RoC"

Respected Sir's I am duty bound to upkeep the dignity of my profession. ROC's don't pressurize these exiting defunct companies till date. God sake we can't take shelters for that reason because off late ROC's are taking tough stand on the filed forms. 

Nothing to take personal Sir's. As a member of the same fraternity. Let take the discussion healthy more than that of pointing in nature. I am happy to substantiate what i say legally, if i am wrong I would be more grateful to you for pointing a correct stand. But the spirit of law should be apprehended at any cost.

My stand on STK-2:

I have very recently applied for strike off of more than 15 companies based out of Hyderabad and Chennai. God sake I have read this provio more than 50 times. I first misunderstood by blind reading but later I was amazed by the way the sub proviso was inter linked. And was further amazed by the way 248(1) was amended pro ordinance 2019. 

My hard stand on MGT-14:

Being frank one of my client was made to pay 2.3 Lakhs penalty for non filing of MGT-14 (Not due to professional negligence) Hope now you can understand the fierce in my stand for MGT-14. I tried many kind of interpretations with many of my senior professionals, approached ROC. Nothing worked apart from paying penalty. The day he paid penalty, form got approved the very same day.

I will very soon share a very detailed write up in this regard

Regards

Prakash Nagarajan

Company Secretary

+91 99766 77277

Alternative Mail: prakashna...@outlook.com

 

DONATE ORGANS, SAVE LIVES.

Office:

Practicing Company Secretaries

101-A, Ambience Avenue, 8-3-981/82,

Srinagar Colony Main Road,

Hyderabad - 500 073.

Off: 040-2374 3975, 2374 4448

[CS SANDIP LATHIYA]

Dear Prakash Ji

Mine stand was not on Filling of MGT14

Mine view was on Voluntary Strike off

This is correct that Private company have exemption of filling MGT14

But be careful while reading this and implications of this exemption

When you want to file Any form in which SRN of Mgt14 will be used then You must to file MGT14

LIKE Bonus share, Conversion as well as Appoint of Kmp etc..

So All member be not misguided that Pvt company have exemption of filling MGT14 in Every situation

And Yes 

This much panelty can be imposed and levied by ROC , if Company found Negligence on compliance.

Sent from Yahoo Mail on Android

[Abhishek Tripathi]

Prakash Ji 

Thanks for correcting me and all such suggestions and value additions from the senior professionals like you are welcomed.

I am very new to this fraternity and have done with strike off of 3 companies till date wherein the case was non functioning for consecutive 2 financial years. 

I was not aware that even we can voluntarily file up for striking out the name within a year pleading non commencement of business , which I assumed can be done only when directed/instructed by ROC having reasonable cause to that effect

On Tue, 12 Mar 2019 at 8:46 PM, Prakash Nagarajan <prakashna...@gmail.com> wrote:

[Abhishek Tripathi]

Heny Pahuja you can refer this attached order

Regards,

Abhishek Tripathi, Administrator
Tripathi and Company
Chartered Accountants

Contact: +91-9664050346 
WhatsApp: https://wa.me/917977240941

[Heny Pahuja]

Thanks  Abhishek .

Can you please share the form for reference which u have filled for closure of Prvt Ltd.

[Govinda Patil]

Abhishekj

What you have posted is not Strike Off  Order. 

Strike off order is still one step  ahead of this

ROC  has  sought   no objections from other stake holders like Tax authorities

Once they are cleared  he will examine the form and issue Strike Off Order

Govinda K Patil

Practising Company Secretary

B-2/1, Kailash Housing Society

Shastrinagar,Kothrud

Pune  411029

Cell: 9823231660

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[Prakash Nagarajan]

Hey

Hi Mr Govind Sir is right. STK-7 is the final order of ROC.

Regards

CS Prakash Nagarajan

+91 99766 77277

 

DONATE ORGANS & SAVE LIVES. I AM A REGISTERED ORGAN DONOR.

 

Office:

 

Practicing Company Secretary

101-A, Ambience Avenue, 8-3-981/82, Srinagar Colony Main Road, 

Hyderabad - 500 073. Off: 040-2374 3975, 2374 4448, 

prakashna...@outlook.com

[Richa Bajoria]

A private company was incorporated in 2005. It holds share capital & reserves on the liabilities side & investments in crores on the assets side of its B/S.

How statement of accounts for the purpose of strike off should be prepared by this company?

Please guide.

Thanks 

CS Richa

[Prakash Nagarajan]

Dear Madam

Greetings to you

If you have decided to write off all your investments then strike off will be possible if the company is desirous of realising the investment and repaying back to shareholders then it shall go through voluntary winding up.

Regards

CS Prakash Nagarajan

+91 99766 77277

 

DONATE ORGANS & SAVE LIVES. I AM A REGISTERED ORGAN DONOR.

 

Office:

 

Practicing Company Secretary

101-A, Ambience Avenue, 8-3-981/82, Srinagar Colony Main Road, 

Hyderabad - 500 073. Off: 040-2374 3975, 2374 4448, 

prakashna...@outlook.com

[Govinda Patil]

Greetings to all

Mr Prakash  is right

In this case  shareholders should not be made to lose  their investment

Go in for voluntary winding up Pl ensure that all filings are uptodate

[MADHUMITHA IYER]

Dear Prakash Sir,

I am also of the view of CS V. Karthik (that atleast one year should elapse), unless it comes under point b or point d

Can you explain as to how one year need not elapse.  

[Govinda Patil]

Greetings to all

I remember   one of  co professionals  had applied for  strike off within one month from the date of  incorporation  , ROC Pune had struck off  company.

We should see the provisions  from this angle.  One year  or two year  is  the period for  ROC  to take initiate steps.  It is as good as giving long rope. What it means that you have incorporated the company. There could be other  approvals, sanctions etc  required , including your  infrastructure facilities / capital induction , so you have  that  much  time. .  In case  you are not able to commence /carry on business then  there is possibility that the business may not take off .hence  ROC will initiate  the strike off

But  I am a promoter,  I incorporate the company. But  may be within  a month or two  , I realize   my limitations/ in capabilities to commence  and carry on business so I decide to  get the  company strike  off, instead of being  non compliant   on  many  issues  - like appointment of auditor,  issue of share certificate - etc , then   my application has  merit  and ROC   will have to  accept  it.  He can not impose on me to   keep it going and become non compliant.

Hope  the   spirit of law is understood.

[MADHUMITHA IYER]

Ok Govindji.

I got confused because, sub-section (2) reads as follows "for the reasons as mentioned in sub-section (1)".  Maybe reasons alone have to be drawn from sub-section (1) and not the period mentioned in sub-section (1).

[Prakash Nagarajan]

Greetings Madhu Ji

You made it right of course and there is nothing to state that you are confused. A company can apply for strike off under (2) only under the grounds as stated in (1).

The company shall apply under the category Sec 248 (1)(a):

The company failing to commence business within one year of incorporation.

Regards

CS Prakash Nagarajan

+91 99766 77277

 

DONATE ORGANS & SAVE LIVES. I AM A REGISTERED ORGAN DONOR.

 

Office:

 

Practicing Company Secretary

101-A, Ambience Avenue, 8-3-981/82, Srinagar Colony Main Road, 

Hyderabad - 500 073. Off: 040-2374 3975, 2374 4448, 

prakashna...@outlook.com

[GIRIJA NAGVEKAR]

Dear All,

Can you please list down the procedure for voluntary winding up as the capital is to be repaid to shareholders?

Are the provisions being notified under Companies Act, 2013 or under IBC code with reference to voluntary winding up by members of the Company?

Regards,

Girija