Fresh Water Ltd. has not been carrying on any business during the last two financial years. The company wants to get the status of dormant company. After obtaining the approval of the shareholders by way of ordinary reso

Section 455 of the Companies Act 2013 contains provisions with regards to dormant Company. As per the provisions of rule 3 of the Companies (Miscellaneous) Rule, 2014, shareholders' approval in any of the following two manners is required to be obtained before making an application for dormant status, to the Registrar of Companies: 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 ¾ shareholders (in value). After passing the special resolution, the company shall file Form MGT-14 with ROC for filing special resolution within 30 days from passing of the said special resolution. Since in the given case, Fresh Water Ltd. has obtained the approval of shareholders by way of Ordinary Resolution and not Special Resolution, the rejection of the application by the Registrar of Companies is valid.