SECTION 455: DORMANT COMPANY
(1) Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an *inactive company may make an application to the Registrar in Form MSC-1 for obtaining the status of a dormant company.
Explanation.—For the purposes of this section,—
(i) “*Inactive Company” means a company
which has not been carrying on any business or operation, or has not made any **significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years;
(ii) **Significant Accounting Transaction” means any transaction other than—
(a) payment of fees by a company to the Registrar;
(b) payments made by it to fulfil the requirements of this Act or any other law
(c) allotment of shares to fulfil the requirements of this Act;
(d) payments for maintenance of its office and records.
Note : In case of a company which has not filed financial statements or annual returns for two financial years consecutively, the Registrar shall issue a notice to that company and enter the name of such company in the register maintained for dormant companies.
ELIGIBILITY FOR REGISTERING AS DORMANT COMPANY
A company can become a Dormant Company, only if following criteria are satisfied
(i) No inspection, inquiry or investigation has been ordered or taken up or carried out against the company;
(ii) No prosecution has been initiated and pending against the company under any law;
(iii) The company is neither having any public deposits which are outstanding nor the company is in default in payment thereof or interest thereon;
(iv) The company is not having any outstanding loan, whether secured or unsecured: Provided that if there is any outstanding unsecured loan, the company may apply under this rule after obtaining concurrence of the lender and enclosing the same with Form MSC-1
(v) There is no dispute in the management or ownership of the company and a certificate in this regard is enclosed with Form MSC-1;
(vi) the company does not have any outstanding statutory taxes, dues, duties etc. payable to the Central Government or any State Government or local authorities etc.;
(vii) the company has not defaulted in the payment of workmen’s dues;
(viii) the securities of the company are not listed on any stock exchange within or outside India
DOCUMENTS REQUIRED TO BE ATTACHED WITH FORM MSC-1
- Certified true copy of board resolution authorizing making of this application.
- Certified true copy of special resolution authorizing for obtaining dormant status
- Auditor’s certificate
- Statement of affairs duly certified by Chartered Accountant or Auditor(s) of the company
- Copy of approval or no objection certificate (NOC) from the regulatory authority in case company is regulated by such authority
- Latest financial statement and annual return of the company is mandatory to attach in case the same is filed to Registrar
- Consent of the lender if any loan is outstanding
- Certificate regarding no dispute in the management or ownership;
MAINTAINING STATUS OF DORMANT COMPANY
A dormant company shall file a declaration “Return of Dormant Company” annually inter-alia indicating financial position duly audited by a chartered accountant in practice in Form No. MSC-3 within thirty days from the end of each financial year i.e. by 30th April Every Year
Provided that the company shall continue to file the return or returns (s) of allotment and change in directors in the manner and within the time specified in the Act, whenever the company allots any security to any person or there is any change in the directors of the company
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