Companies Act Section 249 — Restrictions on making application under section 248 in certain situations
CHAPTER XVIII REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
Commercial / Corporate
Summary
Sub-section (1) sets out situations in which an application to strike off a company's name from the register cannot be made. Such an application cannot be filed if, at any time in the previous three months, the company has done any of the following: changed its name, or shifted its registered office from one State to another.
Under clause (b) of sub-section (1), the application cannot be made if the company has sold or transferred, for value, any property or rights it held just before stopping its trade or business, where that sale was done for profit in the normal course of its trade or business.
Under clause (c) of sub-section (1), the application cannot be made if the company has engaged in any activity other than what is necessary or expedient for filing the application, deciding whether to file it, winding up its affairs, or complying with any legal requirement.
Under clause (d) of sub-section (1), the application cannot be made if the company has already applied to the Tribunal for approval of a compromise or arrangement, and that matter has not been finally concluded.
Under clause (e) of sub-section (1), the application cannot be made if the company is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.
Sub-section (2) states that if a company files an application in violation of sub-section (1), it shall be punishable with a fine that may extend to one lakh rupees.
Sub-section (3) states that if an application has been filed, it must be withdrawn by the company or rejected by the Registrar as soon as the conditions under sub-section (1) are brought to the Registrar's notice.
Official Text
(1) An application under sub-section (2) of section 248 on behalf of a company shall not be made if, at any time in the previous three 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 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 or expedient 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) has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or 1[
(e) is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).]
(2) If a company files an application under sub-section (2) of section 248 in violation of sub-section (1), it shall be punishable with fine which may extend to one lakh rupees.
(3) An application filed under sub-section (2) of section 248 shall be withdrawn by the company or rejected by the Registrar as soon as conditions under sub-section (1) are brought to his notice.