WHAT IS A QUALIFIED INSTITUTIONAL PLACEMENT (QIP)?SPICEJET RAISES Rs 3,000 Crores THROUGH QIP

 

SPICEJET RAISES Rs 3,000 Crores THROUGH QIP

 (QUALIFIED INSTITUTIONAL PLACEMENT) AND PAID ITS

 GST DUES , EMPLOYEE’S SALARY ARREARS AND

 CLEARANCES OF ALL ITS TDS.

 

WHAT IS A QUALIFIED INSTITUTIONAL PLACEMENT (QIP)?

1.    A qualified institutional placement (QIP) is a way for listed companies to raise capital without having to submit legal paperwork to market regulators.

2.    Qualified institutional buyers (QIBs) are the only entities allowed to purchase QIPs

ADVANTAGES OF QIP

3.    The use of QIPs saves time because the issuance of QIPs and the access to capital are far quicker than through a follow-on public offer (FPO).

4.    QIPs have far fewer legal rules and regulations to follow, making them not only faster but also more cost-efficient.

5.    Additionally, there are fewer legal fees and no cost of listing overseas.

HOW SPICEJET USES QIP TO COME OUT OF ITS

 FINANCIAL TROUBLE

6.    Low-cost airline SpiceJet recently raised Rs 3,000 crores through a Qualified Institutional Placement (QIP), attracting various institutional investors, including Goldman Sachs and Tata Mutual Fund.

7.    SpiceJet informed that it cleared all its Goods and Services Tax (GST) dues and  all its employee salary outstanding  and TDS  Rs 220 Crores on its employee’s salary outstandings.

8.    This will help the SpiceJet to manage its financial discipline and to comply with the regulatory compliance.

9.    SpiceJet announced that it had resolved its dispute with Engine Lease Finance Corporation through an amicable settlement. ELFC had previously claimed $16.7 million, and  settlement has been reached by SpiceJet now.

 

OTHER COMPANIES WHICH USED QIP FUNDING

 

10.                    Bajaj Finance Ltd led the biggest QIP, raising around Rs 8,800 crore. Union Bank of India and Bank of India followed, taking home approximately Rs 5,000 crore and Rs 4,500 crore.

 

11.                    Among companies, Suzlon Energy had the QIP, securing around Rs 2000 crore. Sheela Foam (Rs 1200 crore), Apar Industries Ltd, Blue Star Ltd, and Ramkrishna Forgings Ltd (Rs 1000 crore each) were also noteworthy.

 

If your company needs QIP funding, please contact

R V Seckar  Practicing Company Secretary ,

 7904719295,

rvsekar2007@gmail.com

 

 

𝐂𝐚𝐧 A 𝐑𝐞𝐠𝐢𝐨𝐧𝐚𝐥 𝐃𝐢𝐫𝐞𝐜𝐭𝐨𝐫 OF MCA 𝐫𝐞𝐣𝐞𝐜𝐭 A #𝐦𝐞𝐫𝐠𝐞𝐫#𝐚𝐩𝐩𝐥𝐢𝐜𝐚𝐭𝐢𝐨𝐧..?

 𝐂𝐚𝐧 A 𝐑𝐞𝐠𝐢𝐨𝐧𝐚𝐥 𝐃𝐢𝐫𝐞𝐜𝐭𝐨𝐫 OF MCA 𝐫𝐞𝐣𝐞𝐜𝐭 A #𝐦𝐞𝐫𝐠𝐞𝐫#𝐚𝐩𝐩𝐥𝐢𝐜𝐚𝐭𝐢𝐨𝐧..?

The question came up for consideration before Hon'ble Bombay HC in Writ Petition No. 556/2019 in the matter of Asset Auto India Private Limited, Asset Motors Private Limited, Asset Education Centre Private Limited & Others V/s. Union of India, RD , ROC.

𝐎𝐛𝐬𝐞𝐫𝐯𝐚𝐭𝐢𝐨𝐧𝐬 𝐨𝐟 𝐇𝐨𝐧'𝐛𝐥𝐞 #𝐁𝐨𝐦𝐛𝐚𝐲#𝐇𝐂: (Judgement dt. 01.08.2024)

1. 𝐁𝐨𝐦𝐛𝐚𝐲 𝐇𝐂 𝐚𝐥𝐥𝐨𝐰𝐬 #𝐰𝐫𝐢𝐭 #𝐩𝐞𝐭𝐢𝐭𝐢𝐨𝐧 𝐟𝐢𝐥𝐞𝐝 𝐛𝐲 𝐀𝐬𝐬𝐞𝐭 𝐀𝐮𝐭𝐨 𝐈𝐧𝐝𝐢𝐚 𝐏𝐯𝐭. 𝐋𝐭𝐝. 𝐚𝐧𝐝 𝐢𝐭𝐬 4 𝐰𝐡𝐨𝐥𝐥𝐲-𝐨𝐰𝐧𝐞𝐝 𝐬𝐮𝐛𝐬𝐢𝐝𝐢𝐚𝐫𝐢𝐞𝐬 (𝐏𝐞𝐭𝐢𝐭𝐢𝐨𝐧𝐞𝐫 𝐜𝐨𝐬.) 𝐢𝐧𝐭𝐞𝐫 𝐚𝐥𝐢𝐚 𝐜𝐡𝐚𝐥𝐥𝐞𝐧𝐠𝐢𝐧𝐠 𝐭𝐡𝐞 𝐨𝐫𝐝𝐞𝐫 𝐩𝐚𝐬𝐬𝐞𝐝 𝐛𝐲 𝐭𝐡𝐞 𝐑𝐞𝐠𝐢𝐨𝐧𝐚𝐥 𝐃𝐢𝐫𝐞𝐜𝐭𝐨𝐫, 𝐌𝐢𝐧𝐢𝐬𝐭𝐫𝐲 𝐨𝐟 𝐂𝐨𝐫𝐩𝐨𝐫𝐚𝐭𝐞 𝐀𝐟𝐟𝐚𝐢𝐫𝐬 (𝐑𝐃/𝐑𝐞𝐬𝐩𝐨𝐧𝐝𝐞𝐧𝐭) 𝐫𝐞𝐣𝐞𝐜𝐭𝐢𝐧𝐠 𝐭𝐡𝐞 𝐚𝐩𝐩𝐥𝐢𝐜𝐚𝐭𝐢𝐨𝐧 𝐟𝐨𝐫 𝐩𝐫𝐨𝐜𝐞𝐬𝐬𝐢𝐧𝐠 𝐭𝐡𝐞𝐢𝐫 𝐬𝐜𝐡𝐞𝐦𝐞 𝐨𝐟 𝐚𝐦𝐚𝐥𝐠𝐚𝐦𝐚𝐭𝐢𝐨𝐧.

2. Petitioner cos. submitted that the impugned order is without jurisdiction and bad in law because the Respondent has illegally rejected their application without any authority of law, since u/s 233 of the Companies Act, 2013, the Regional Director cannot pass an order of rejection, but can only file an application before the #NCLT stating its objections and requesting the Tribunal to consider the scheme, if it is of the opinion that such a scheme is not in the public interest or against the interest of company creditors.

3. 𝐑𝐃 𝐫𝐞𝐣𝐞𝐜t𝐞𝐝 𝐭𝐡𝐞 𝐚𝐦𝐚𝐥𝐠𝐚𝐦𝐚𝐭𝐢𝐨𝐧 𝐚𝐩𝐩𝐥𝐢𝐜𝐚𝐭𝐢𝐨𝐧 𝐨𝐧 𝐭𝐡𝐞 𝐬𝐨𝐥𝐞 𝐠𝐫𝐨𝐮𝐧𝐝 𝐭𝐡𝐚𝐭 𝐭𝐡𝐞 𝐏𝐞𝐭𝐢𝐭𝐢𝐨𝐧𝐞𝐫 𝐜𝐨𝐬. 𝐚𝐫𝐞 𝐧𝐨𝐭 𝐬𝐨𝐥𝐯𝐞𝐧𝐭 𝐚𝐬 𝐩𝐞𝐫 𝐭𝐡𝐞𝐢𝐫 𝐛𝐚𝐥𝐚𝐧𝐜𝐞 𝐬𝐡𝐞𝐞𝐭𝐬.

4. 𝐏𝐞𝐫𝐮𝐬𝐢𝐧𝐠 𝐒𝐞𝐜. 233 𝐨𝐟 𝐭𝐡𝐞 𝐂𝐨𝐦𝐩𝐚𝐧𝐢𝐞𝐬 𝐀𝐜𝐭 𝐰𝐡𝐢𝐜𝐡 𝐩𝐫𝐨𝐯𝐢𝐝𝐞𝐬 𝐭𝐡𝐞 𝐩𝐫𝐞-𝐜𝐨𝐧𝐝𝐢𝐭𝐢𝐨𝐧𝐬 𝐟𝐨𝐫 𝐩𝐚𝐫𝐭𝐢𝐞𝐬 𝐭𝐨 𝐜𝐨𝐦𝐩𝐥𝐲 𝐛𝐞𝐟𝐨𝐫𝐞 𝐞𝐧𝐭𝐞𝐫𝐢𝐧𝐠 𝐢𝐧𝐭𝐨 𝐚 𝐬𝐜𝐡𝐞𝐦𝐞 𝐨𝐟 𝐦𝐞𝐫𝐠𝐞𝐫 𝐨𝐫 𝐚𝐦𝐚𝐥𝐠𝐚𝐦𝐚𝐭𝐢𝐨𝐧, 𝐇𝐂 𝐫𝐞𝐣𝐞𝐜𝐭𝐞𝐝 𝐭𝐡𝐞 𝐑𝐃'𝐬 𝐜𝐨𝐧𝐭𝐞𝐧𝐭𝐢𝐨𝐧 𝐭𝐡𝐚𝐭 𝐭𝐡𝐞 𝐏𝐞𝐭𝐢𝐭𝐢𝐨𝐧𝐞𝐫 𝐜𝐨𝐬. 𝐰𝐞𝐫𝐞 𝐧𝐨𝐭 𝐬𝐨𝐥𝐯𝐞𝐧𝐭 𝐜𝐨𝐦𝐩𝐚𝐧𝐢𝐞𝐬 𝐚𝐧𝐝, 𝐭𝐡𝐞𝐫𝐞𝐟𝐨𝐫𝐞, 𝐭𝐡𝐞 𝐂𝐞𝐧𝐭𝐫𝐚𝐥 𝐆𝐨𝐯𝐞𝐫𝐧𝐦𝐞𝐧𝐭 𝐡𝐚𝐝 𝐩𝐨𝐰𝐞𝐫 𝐭𝐨 𝐫𝐞𝐣𝐞𝐜𝐭 𝐭𝐡𝐞 𝐬𝐜𝐡𝐞𝐦𝐞.

CONCLUSION

The Respondent could not have rejected the application but instead should have filed an application before the NCLT stating its objections and requesting that the Tribunal may consider the scheme under Sec. 232. This is a mandatory provision because the Respondent had to form an opinion that the scheme is not in public interest or in the interest of the creditors.

Thus, a Regional Director of MCA can reject a merger application only if

1.    If the merger is against the public interest

2.    If it is against the interest of Creditors

Otherwise , he can file an application before the NCLT stating hts objections and requesting that the Tribunal may consider the scheme under Sec. 232.

NON-COMPETE CLAUSE IN THE EMPLOYMENT CONTRACTS & SOME IMPORTANT CASE LAWS

 NON-COMPETE CLAUSE IN THE EMPLOYMENT CONTRACTS & SOME IMPORTANT CASE LAWS

Non-compete clauses are still very much part of employment contracts in India, despite being unenforceable under the law.

In April 2024, the US Federal Trade Commission banned such clauses for US workers.

WHY NON-COMPETE CLAUSE IS

 INSERTED IN THE EMPLOYMENT

 CONTRACTS IN INDIA?

Non-Compete clause typically restrict an employee’s ability to join a competitor for a certain period after quitting and are aimed at preventing employees, predominantly those at the top level, from joining with the business rivals. Companies also say such clauses are needed to ensure security of company’s data, trade secrets , its customers being attracted by their competitors.

Companies allege non-compete clauses are against the provisions of Indian contract Act.
It is argued that non-compete clauses keep wages low, suppress new ideas, and rob the Indian economy of dynamism.

DATA PRIVACY

Industries where non-compete clauses are more

 .prevalent include information technology (IT), IT-

enabled services (ITeS), tech, finance, healthcare

 and professional services where employees often

 deal with sensitive information, client

 relationships and there’s intense competition for

 talent. Of late, it has spilled over to micro, small

 and medium enterprises (MSMEs) as well.

A primary goal for including non-compete clauses is to safeguard proprietary information, protect trade secrets and intellectual property.

INDIAN CONTRACT ACT

Section 27 of the Indian Contract Act  1872

 prohibits agreements that put  restrictions on

  trade. Article 19(1)(g) gives every citizen of India

 freedom of trade and profession.

NIRANJAN SHANKAR GOLIKAR VS

. THE CENTURY SPINNING COMPANY

However, in the landmark case of Niranjan Shankar Golikar vs. The Century Spinning Company , the Court started acknowledging the non-compete clause by introducing the concept of ‘the rule of reasonableness’.

IMPORTANT CASE LAWS ON NON-

COMPETE CLAUSE

Superintendence Company of India (P) Ltd. vs. Krishan Murgai (1980)	Supreme Court of India underscored the significance of upholding the delicate balance between an employer’s legitimate business interests and an employee’s fundamental right to pursue their chosen profession. This landmark judgment set a significant precedent, establishing the principle that non-compete clauses must be tailored to strike a fair balance between the employer’s need for protection and the employee’s right to pursue their livelihood. In this case , an employee was restricted from working with competitors in Delhi for two years post-employment. The Supreme Court held such a restraint as void and unenforceable.
Percept D’Mark (India) Pvt. Ltd. vs. Zaheer Khan & Anr (2006)	Whether the non-compete clause for the period of 3 years was valid under Section 27 of the Indian Contract Act of 1872. The Bombay High Court held that a non-compete clause that prevented a cricketer from endorsing any competing brands of the company for three years after the expiry of the contract was valid and enforceable. However , in 2006, Supreme Court refused to enforce non-compete clause that prevented prominent Indian cricketer Zaheer Khan from joining their rival for a specific period after the agreement ended.
Orchid Pharma Ltd.  vs. Hospira Healthcare Pvt. Ltd. (2019)	In this case, Competition Commission of India (CCI) observed that a non-compete clause should be reasonable in terms of the duration, the scope, and the geographical area of the restraint, so as to ensure that it does not result in an appreciable adverse effect on competition.
Diljeet Titus, Advocate vs. Alfred A. Adebare and Ors.2006	The Delhi High Court held that sensitive workplace information can be covered even during the post-employment period.
Niranjan Shankar Golikari vs. The Century Spinning and Manufacturing Co. (1967)	The Supreme Court held that a negative covenant during the period of employment  when the employee is bound to serve his employer exclusively are not to be regarded as restraint of trade and do not fall under Section 27 of Indian Contract Act.
𝗪𝗜𝗣𝗣𝗥𝗢 𝘃𝘀. 𝗖𝗢𝗚𝗡𝗜𝗭𝗔𝗡𝗧 𝗧𝘂𝘀𝘀𝗹𝗲	After a 20-year-long career at Wipro, Jatin Dalal moved to Cognizant (Wipro’s IT rival) as their CFO in September 2023. Wipro filed a lawsuit against Dalal for breaching the non-compete clause in his employment contract. Wipro sought from Cognizant ₹25 crore in damages for the contravention of Non-Compete clause. Wipro argued that Dalal’s new role at Cognizant, a direct competitor, would inevitably involve using sensitive information acquired during his tenure at Wipro. Dalal’s legal team pushed for arbitration, and the parties settled recently as Cognizant paid Rs 4 Crores to Wipro.

INFOSYS STAND ABOUT THE CLAUSE

Infosys has called the clause a standard part of employment contracts in many countries in which it operate. They are added to protect client confidentiality and safeguard other legitimate business interests. Infosys has justified the contentious clause. It says this is a standard business practice in many parts of the world to protect confidential information. It also says such controls are needed to protect the “confidentiality of information, customer connection, and other legitimate business interests.”

Infosys also pointed out that the conditions are fully disclosed to all job aspirants before they decide to join Infosys. They do not have the effect of preventing employees from joining other organizations for career growth and aspirations, the software major claims.

CONCLUSION

In Cognizant Vs Wipro case , how a confidentiality clause will protect everything from trade secrets to customer lists for an employer.If the other party begins competing against you unfairly, you can rely on the contract to seek injunctive relief to stop the behavior.

The governing body for non-compete clauses is Section 27 of the Indian Contract Act of 1872, which says that every agreement is void if it’s restraining someone from exercising a lawful profession, trade or business. However, non-compete clauses are mutually agreed upon and allowed in some exception cases. Therefore, it can be concluded that non-compete clauses require a balanced approach to save the interests of both the employer and employee.

CONVERTING SOLE PROPRIETORSHIP TO ONE PERSON COMPANY (OPC)- STEP BY STEP PROCEDURES

 CONVERTING SOLE PROPRIETORSHIP TO ONE PERSON COMPANY (OPC)- STEP BY STEP PROCEDURES

Proprietorship cannot be converted into any new company but it can be only takeover by an existing company or by forming an OPC.

Hence, it is advised to incorporate an OPC with a MoA having clause to take over the business of sole proprietorship.

SOLE PROPRIETORSHIP

A sole proprietorship is a type of business entity where an individual, known as the sole proprietor, operates  and owns the business. It is the simplest form of business organizaton and but it is not considered as a separate legal entity from its owner. In a sole proprietorship, the owner is personally responsible for all the business's debts and obligations. His estates can be attached by creditors for the amount due to them.

OPC" REFERS TO A ONE PERSON COMPANY.

The concept of One Person Company was introduced in the Companies Act, 2013 under Section 2(62) , to enable single entrepreneurs to operate as a separate legal entity and enjoy limited liability protection similar to that of a company, while still being a single owner.

 

ADVANTAGES DERIVED BY CONVERTING SOLE PROPRIETORSHIP INTO OPC

LIMITED LIABILITY

One of the chief benefits of conversion is that an OPC offers limited liability protection. In sole proprietorship, one is personally liable for any debts or legal obligations of the business. Nonetheless, by converting to an OPC, one’s liability becomes limited to the extent of his your investment in the one man company.

SEPARATE LEGAL ENTITY

An OPC is considered a separate legal entity distinct from its owner. This offers advantage while dealing with larger clients or seeking external funding.

PERPETUAL EXISTENCE

An OPC has perpetual existence. The company continues to exist even in the event of the owner’s death or incapacitation. This feature adds stability and longevity to one’s business, making it easier to attract investors and business plan for long-term growth.

EASE OF TRANSFERABILITY

OPC provides for easy transfer of ownership. In an OPC, shares can be easily transferred, making it simpler to investors mainly to facilitate business expansion.

BORROWING AND FUNDRAISING OPPORTUNITIES:

Banks and financial institutions are often more willing to lend to companies that have a separate legal identity and limited liability structure.

                        Fewer Compliance Requirements:

OPCs have fewer compliance requirements compared to other types of companies. The regulatory burden is lower, making it easier for the owner to comply with legal formalities and focus on business operations.

                                       Tax Benefits:

Certain tax advantages may be enjoyed by OPCs, including tax deductions and allowances, contributing to the reduction of the overall tax liability. Furthermore, in some instances, OPCs might be subject to lower tax rates compared to individual business owners, potentially resulting in cost savings and heightened profitability.

FURTHER STEPS TO BE TAKEN FOR CONVERSION OF SOLE PROPERITORSHIP INTO AN OPC

·       To Obtain Director Identification Number (DIN) and Digital Signature Certificate (DSC) for the proposed director.

 

·       Select a Unique Name for the OPC. Check the availability of the chosen name through the MCA portal and reserve it if available.

 

·       Draft the MOA and AOA documents, which outline the objectives, share capital, shareholding structure, and operational rules of the OPC.Include provisions related to the conversion of the sole proprietorship into an OPC in these documents.

 

·       Conduct a board meeting of the sole proprietorship and pass resolutions approving the conversion of the business into an OPC. Authorize a director or an authorized person to execute the necessary documents, including the MOA and AOA.

 

 

·       No-Objection Certificate (NOC): Obtain NOCs from relevant parties like creditors, customers and suppliers, indicating their non-objection to the conversion and willingness to continue association with the new OPC.

 

·       Filing of Forms with the Registrar of Companies: Prepare the required forms like INC-32, INC-33 and INC-34 that contain information about the company and its directors and submit them to the Registrar of Companies along with the necessary documents and fees.

 

·       RoC Approval: The RoC will review the submitted documents and forms. If everything is in order, the RoC will issue a Certificate of Incorporation for the OPC.

WHETHER VALUATION OF SHARES IS REQUIRED FOR A RIGHTS ISSUE?

 

WHETHER VALUATION OF SHARES IS REQUIRED FOR A RIGHTS ISSUE?

Whether valuation report is necessary for rights issue of share ( at premium) face value 100 and premium 260 so issue price at 360. As per income tax act, valuation report needed.

The existing shareholders have a right to participate in the rights issue partly or fully. In the event the shares are offered to persons other than the existing shareholders, there will be a cause for concern to the existing shareholders whether the shares are being allotted less than the market price of the shares and thus a valuation report is the only report which will protect the interest of the existing shareholders, like in the case of preferential issue under Section 62(1)(c) of the Companies Act, 2013, a valuation report is necessary. But for Rights Issue there is no requirement of a Valuation Report of Shares.

But for Rights Issue there is no requirement of a Valuation Report of Shares.

UNDER THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014H

The Companies (Share Capital and Debentures) Rules, 2014 which contains the procedure and conditions for issue of Rights issue did not prescribe any valuation of shares.

UNDER THE FOREIGN EXCHANGE MANAGEMENT ACT

Central Government vide notification dated 17th October, 2019 prescribed the Foreign Exchange Management (Non-debt instrument) Rules, 2019 (FEMA) that prescribe the provisions related to investment made by non-resident in India in the non-debt instrument. The non-debt instrument refers to equity shares issue. Hence , FEMA requires a valuation report in case shares are issued to non-residents .

RULE 21 OF FEMA

Under the Articles of Association of the Company Sub-rule 2 mentions that

ii)                          the valuation of equity instruments done as per any internationally accepted pricing methodology for valuation on an arm's length basis duly certified by a Chartered Accountant or a Merchant Banker registered with the SEBI or a Practicing Cost Accountant, in case of an unlisted Indian Company"

Hence, it can be said that in the event the shareholders entitled for rights issue as well as the renouncees are resident in India there is no requirement for valuation.

In view of the above FEMA rules, in the event the Indian shareholders renounce their rights to person resident outside India, then Valuation is required under FEMA Rules.

COMPANY’S ARTICLES OF ASSOCIATION

In the event, the Company's Articles of Association did not contain any provisions relating to valuation of shares in case the Company comes out with Rights Issue of Shares or for renouncement of rights shares then there is no requirement for valuation.

PREFERENTIAL ALLOTMENT

As against the Rights Issue, Valuation Report is mandatory for making preferential allotment under Section 62(1)(c) of the Companies Act, 2013. Further, as per Rule 13(2)(g) & Rule 13(3), the price of shares or other securities to be issued on preferential basis shall not be less than the price determined on the basis of valuation report of a registered valuer. In case of preferential allotment as per Rule 12(7), it is mandatory to attach the valuation report with PAS-3 Form, which is filed with the Registrar of Companies.

CONCLUSION

Ordinarily, for a Rights Issue of shares a Valuation Report is not required. In the event, the Indian shareholders to whom the rights issue has been offered are renounced to persons resident outside India, then FEMA Rule will apply and as per FEMA Rule, a Valuation Report is required even for a rights issue.

In view of the above, there is no valuation of shares required for a company to issue rights issue of shares under the Companies Act, 2013.

Courtesy : Sri T V Ganesan / Taxmann

How TO CLOSE A COMPANY BY FILING FORM STK-2 WITH MCA,

 

STEP BY STEP GUIDE TO CLOSE A COMPANY BY FILING FORM STK-2 WITH MCA

R V Seckar & Co Practicing Company Secretary

August 1, 2024

STEP BY STSTEP BY STEP GUIDE TO CLOSE A COMPANY BY FILING STK-2 WITH MCAEP GUIDE TO CLOSE A COMPANY BY FILING STK-2 WITH MCA

MAJOR STEPS INVOLVED:

·       Companies must complete annual filings for active business years. All company forms should have been filed .

·       Eligible Companies to close companies by filing form STK-2 – Only active, dormant, or under-process strike-off statuses companies can be closed under this method.

·       Non-Eligible companies to close companies by filing of STK-2 are Section 8 and listed companies.

·       Such companies should file the Statement of Assets and Liabilities and it must be recent a recent one, not older than 30 days.

·       Affidavits and indemnity bonds obtained from the directors of the company must be notarized, with the Affidavit on Rs. 100 stamp paper and the Indemnity Bond on Rs. 500 stamp paper.

·       Director DSC should be active and a fee of Rs 10000/= has to be paid to MCA.

·       Notarized documents as mentioned above and  KYC of directors are mandatory and it should be in the prescribed format.

·       If there are any defects in the form ,the ROC may reject the form if the SRN process is not completed in time.

·       Once the form is found to be correct with all its annexures, the proposed strike off company’s name will be published in a public notice for 30 days, and then after which the ROC will strike off the company if no objections are raised by public or creditors or other stakeholders of the company.

·       Company is required to complete all the Annual filings only for those financial years in which business was operative notwithstanding of any loss or revenue .

·       The Company can file MGT-14 and can mention SRN of same in STK-2 and attach MGT-14 challan in STK-2 or it Can enclose Consent of shareholders for strike of  (Minimum 75% paid up shareholders whose consent individually signed by them).

·       The Statement of Assets and Liabilities should be certified by a Chartered Accountant who should file UDIN for the same.

·       It is compulsory to attach along with Affidavit self attested PAN and AADHAR of all the respective directors as a part of KYC document.

·       Cancellation of SRN- In case the stakeholder does not successfully upload the DSC affixed PDF within 15 days of SRN generation date and complete the payment within 7 days of successful upload of DSC affixed document or due date of filing of the webform + 2 days, whichever is earlier, the SRN will be cancelled.

·       PROCESSING OF  STK-2 FORM BY ROC - Once the form is duly filed with MCA portal  the concerned ROC will review the same and if all seems to be correct , then a PUBLIC NOTICE [Pursuant to sub-section (2) and sub-section (4) of section 248 of the Companies Act, 2013 and rule 7 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016] the name of Company is published in notice for general public for 30 days if no objection is raised from any stakeholders , then the concerned  ROC issue a notice  containing the striking  off  of the concerned Company.

CONCLUSION

For closing a company under the Companies Act 2013, filing Form STK-2 needs scrupulous observance to techniques and documentation. Non adherence of procedures may end up in time and monetary loss. It is better to engage experienced professional to do such filings. If you need any help in this regard, you may please contact the undersigned for further help.

R V Seckar , Practicing Company Secretary

+91 79047 19295  rvsekar2007@gmail.com