Raunak brought up the issue of a dormant company for discussion. He said that his client MM Consultancy Ltd. (the company) received a notice from the Registrar of Companies (the ROC/Registrar) for entering its name in th

Dormant status of the company by ROC As per Section 455(4) of the Companies Act, 2013, in case of a company which has not filed financial statements or annual returns for two financial years consecutively, the Registrar of Companies (ROC) shall issue a notice to the company and enter the name of such company in the register maintained for dormant companies. Hence, it is not always the company which applies for the status of the dormant company; even the ROC is empowered suo moto to change the status of a company into a dormant company. The section provides that the failure in filing either the financial statements or the annual returns for two consecutive financial years shall give a cause of action to the Registrar of Companies for issuing a notice and entering the name of the company in the register of dormant companies. In this case, the company has failed to file the financial statements for 2 financial years consecutively. Non-filing of annual return only for one year will not absolve the company from the violation done. Hence, the Registrar shall issue such a notice and the notice issued by the Registrar of Companies to the company is valid.