1.

Who can make an application in Form No. 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 ²³inactive Co

after passing a Spl Reso 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 suomotu enter 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 No. 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 applicable 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 No. 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 No. MSC 4, accompanied by a return in Form No. MSC 3 in respect of FY in which this application is being filed