Cute Garments Ltd., not carrying out any business activity, wants to apply to ROC to change its status from Active Company to Dormant Company. Board of directors seeks your advice about the procedure to obtain the status
CS Executive · Setting up of Business Entities and Closure · PYQS · June 2022
Cute Garments Ltd., not carrying out any business activity, wants to apply to ROC to change its status from Active Company to Dormant Company. Board of directors seeks your advice about the procedure to obtain the status of Dormant Company.
Answer & Explanation:
The following procedure to be followed by a company for obtaining status as a dormant company- The company shall call a board meeting to fix day, date, time and venue for the General Meeting of the members of the company to pass special resolution for making application to the ROC to obtain status of a dormant company. The Company shall obtain Statement of affairs from the Auditor of the company. The statement of affairs shall give the financial position at the time of passing said resolution in the shareholders meeting. The company shall hold the General Meeting at the appointed time, place and date as per the notice calling the said meeting. The notice shall propose the resolution as a special resolution. The company shall pass a special resolution for obtaining the status of a dormant company authorize the director(s) to make application to ROC 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). After casting the special resolution, the company shall file Form MGT-14 with ROC for filing special resolution with 30 days from passing of the said special resolution. After filing of Form MGT-14, the company shall file Form MSC-1 with the ROC along with the copy of the special resolution, copy of statement of affairs, declarations by the directors and other necessary documents. On being satisfied with the merits of the application, the ROC shall issue a certificate in Form MSC-2 for confirming the application and allowing the status of a dormant company to the applicant.
Topics: Companies Act, 2013
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