The Board of Directors of Gallant Ltd. is contemplating to convert its status to a dormant company as it wants to start its business afresh after few years due to poor demand of its products in the market now. Sruti, an

CS Executive · Company Law and Practice · PYQS · June 2025
The Board of Directors of Gallant Ltd. is contemplating to convert its status to a dormant company as it wants to start its business afresh after few years due to poor demand of its products in the market now. Sruti, an additional director has put before you, Manager (Secretarial), the following queries: (i) How many board meetings are required to be held by a dormant company? (ii) Can the Registrar of Companies grant status of a dormant company, if there is a dispute in the ownership of the company? (iii) Can dormant status be granted by Registrar, if there are no outstanding statutory taxes payable to any government but duties payable to local authority? (iv) Mention any two attachments, other than resolutions, to be filed with e-form MSC-1 with the ROC for applying for change of status of dormant company. Prepare a note to be sent to the director.

Answer & Explanation:

(i) According to Section 173(5) of the Companies Act, 2013, the dormant company is required to conduct at least one meeting of the Board of directors in every half year. The gap between two meetings shall not be less than 90 days. (ii) As per rule 3 of the Companies (Miscellaneous) Rules, 2014, the Registrar shall not grant the status of a dormant company if there is dispute in the management or ownership of the company. (iii) As per rule 3 of the Companies (Miscellaneous) Rules, 2014, the Registrar shall not grant the status of a dormant company if there are outstanding statutory taxes, dues, duties, etc., payable to the Central Government or any State Government or local authorities etc. (iv) Following attachments needs to be filed along with e-form MSC-1 other than resolutions: Statement of affairs duly certified by the Chartered Accountant or auditor of company. Concurrence of lender if the company is having any outstanding loans, whether secured or unsecured. Latest financial statement and annual return of the company. Copy of approval or no objection certificate from the regulatory authority in case company is regulated by such authority. Form MSC-1 is filed for obtaining the status of a Dormant Company and Form MSC-4 is filed for seeking change of status of dormant company.

Topics: Dormant Company

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