2. Sec 455
Dormant Company
1) Where a Company is formed & registered for a future
project or to hold land/ any asset or intellectual property & has
no significant accounting transaction, or on inactive
company(not carrying on B/P or not made any significant
Accounting transactions in last 2 Fys or has not filed FS or
annual return in last 2 Fys) may make an application to ROC in
Form MSC -1 for the status of Dormant company.
3. 2) The ROC after
considering the
application shall
issue a
certificate in
Form MSC - 2
3) The ROC shall
maintain a
register of
Dormant
companies on
MCA portal.
4) If a Co has not
filed FS or Annual
Return in last 2 Fys
consecutively , ROC
shall issue a notice
to that Co & enter
its name in the
register of Dormant
companies.
4. (5) Dormant Company shall have minimum
number of Directors
Public Company
3
Private Company
2
OPC(One Person
Company)
1
Rotation of auditors shall not apply on dormant
companies.
5. (6) Return Of Dormant Company
Indicating Financial position duly audited by CA in practice
along with annual fee in Form MSC – 3 to ROC within 30 days
from end of each F.Y
6. 7) ROC shall strike off the name of company from the register of
Dormant companies & treat it as an active company if it has
reasonable cause to believe & after conducting enquiry u/s 206
that the co has been functioning.
7. 8) Application for obtaining status of Dormant Co
After passing SR in GM or after obtaining consent of atleast 3/4th of SHs in
value.
A Co shall be eligible to apply for the status of Dormant Co only if-
8. No prosecution is pending
No inspection, enquiry, investigation is being carried out against
company
No public deposits outstanding nor it has defaulted in interest
payment due thereon
No outstanding secured or unsecured loan -> allowed after
obtaining consent of lender
9. No outstanding statutory dues, workmen’s dues
Not listed
No dispute in management or ownership of Company
10. (9) Application for status of an Active Company
Form MSC – 4 along with fees and return in MSC – 3
ROC shall issue certificate of active company in Form MSC – 5
Where a Dormant Company does or omits to do any act mentioned in the grounds of
application in MSC – 1 affecting its status, the directors within 7 days from such
event shall file an application for obtaining the status of Active Company.
11. Significant Accounting transaction
means any transaction other than:-
1) Payment of
fees to ROC.
2) Maintenance
of RO & records
3) Payment of
statutory fees
like audit fees.
4) Allotment
of Shares.
