Sanjay Diagnostic Limited (the Company) was registered in Bihar under the provisions of the Companies Act, 2013. Its future project is to diversify into other profitable business, which is unique and provide sustainable

CS Executive · Company Law and Practice · PYQS · December 2023
Sanjay Diagnostic Limited (the Company) was registered in Bihar under the provisions of the Companies Act, 2013. Its future project is to diversify into other profitable business, which is unique and provide sustainable business growth. Due to the recession in the industry and excessive competition from the seasoned player, the Company has no significant accounting transaction and business activities during the last two financial years. However, the Company has been regular in filing its financial statements and annual returns with the Registrar of Companies, Patna by making payment of applicable filing fees. The Company decided to file the application for obtaining the status of dormant company in line with the relevant provision of the Companies Act, 2013. The Company instead of passing a special resolution to this effect in the general meeting of the Company issued notice to all the shareholders of the Company for this purpose and obtained consent of 82% of shareholders in value. Referring the provisions of the Companies Act, 2013 and Rules made there under answer the following: Whether the application made by Sanjay Diagnostic Limited is in order, in the absence of passing a special resolution?

Answer & Explanation:

According to Rule 3 of the Companies (Miscellaneous) Rules, 2014, a Company may make an application in prescribed form MSC-1 to the Registrar for obtaining the status of a Dormant Company in accordance with the provisions of section 455 of the Companies Act, 2013 after passing a special resolution to this effect in the general meeting of the company or after issuing a notice to all the shareholders of the company for this purpose and obtaining consent of at least 3/4th shareholders (in value). Thus, application made by Sanjay Diagnostic Limited is in order, as a notice is issued to all the shareholders of the Company for this purpose and it has obtained consent of 82% of shareholders in value which fulfills the requirement of at least 3/4th shareholders (in value).

Topics: Company Law

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