Company Law

Dormant Co [S. 455]

1.

Who can make an application in Form MSC-1 to RoC for status of a Dormant Co

[S. 455(1), R. 3 of Co (Misc) Rules]

  • A Co is formed and registered under Co Act
    • for a future project or to hold an asset or intellectual property and
    • has no significant accounting transaction,

    or

  • an 35inactive Co

after passing a special resolution to this effect

2.

Eligibility [Proviso to R. 3 of Co (Misc) Rules]

  • no inspection, inquiry/investigation has been ordered/taken up/carried out against the Co;
  • no prosecution has been initiated and pending against the Co under any law;
  • the Co is neither having any public deposits which are outstanding nor the Co is in default in payment thereof or interest thereon;
  • the Co is not having any o/s loan, whether secured or unsecured:
    • Exception: o/s unsecured loan after obtaining concurrence of the lender
  • there is no dispute in the management/ownership of the Co
  • the Co does not have any o/s statutory taxes, dues, duties etc. payable to CG/any SG/local authorities etc.;
  • the Co has not defaulted in the payment of workmen’s dues;
  • the securities of the Co are not listed on any SE within or outside India

3.

What RoC can do? [S. 455(2)]

  • On consideration of the application, RoC shall allow the status of a Dormant Co to the applicant, and
  • issue a certificate to that effect

4.

When RoC can suo motuenter the name of a Co in Dormant Co register [S. 455(4)]

  • A Co which has not filed FS/AR for 2 FYs consecutively

5.

Conditions to be fulfilled during status as Dormant Co[S. 455(5), R. 6 & 7 of Co (Misc) Rules]

  • Minimum 1/2/3 of directors in case of OPC/Pvt Co/Pub Co respectively
  • Annually file a Return of Dormant Co incl. financial position audited by a practicing CA, in Form MSC-3 within 30 days from the end of each FY
  • Filings relating to Return of Allotment/change in directors applicable
  • Rotation of Auditors not application to a Dormant Co

6.

Dormant Co to be struck off[S. 455(6), R. 8 of Co (Misc) Rules]

  • Dormant Co which failed to comply with the requirements of S.455
  • A Co which remains a Dormant Co for consecutive 5 years

7.

Application for Dormant to Active Co [S. 455(5), R. 8 of Co (Misc) Rules]

  • If a Co does/omits to do any act mentioned in the Grounds of application in Form MSC-1 submitted to RoC for obtaining the status of Dormant Co, affecting its status as such ➔Directors to apply within 7 days for obtaining status as ‘Active Co’
  • Application in Form MSC-4, accompanied by a return in Form MSC-3 in respect of FY in which this application is being filed