10 June 2010
A private ltd which was not in operation for the past ten years wants to get its name striken off ROC records through the present Easy exit scheme.
The company has properly filed annual returns till now. The Company has a fixed asset of land for Rs 12 lacs and a share capital to that same extent. The Balance sheet filed every year shows the above asset(Rs. 12Lacs)and share capital liability (Rs. 11.75)with a nominal creditor liability(Rs. 0.25 lacs). The company was not in operation for the 10 years.The company does not have any secured loan.
the company wants to sell the land in company's name to the shareholders for rs. 10 lakhs. After this sale, the balnace sheet will have a capial liability of Rs. 1.75 lakhs and crs of .25 lacs and a the loss on sale of land of Rs. 2 lacs debited in P&L A/c in the assets side. Should the company pass any special resolution to sell its property to its members? Will the above balance sheet be accepted by Roc under easy exit scheme? If not how should the company proceed to get its name strike off? Kinldy clarify. regards RAJA RAJESWARI
10 June 2010
Based on the following text of EES Scheme, I think you are eligible to apply through EES Scheme.
EXPERTS VIEWS ARE SOLICITED........
Defunct companies which has active status on MCA and desirous of getting their name struck off from the Register of Companies can avail the benefit of the scheme.
Only companies registered under Companies Act 1956 can avail the benefit of the scheme.
“Defunct company” means a company registered under the Companies Act, 1956 which is not carrying over any business activity or operation on or after the 1st April, 2008 and includes a company which has not raised its paid up capital as provided in sub sections (3) and (4) of section 3 of the Companies Act, 1956.
Scheme does not cover the following companies:
1. Listed companies
2. Section 25 companies
3. Vanishing companies
4. Companies under inspection/investigation
5. Companies against which prosecution for a non-compoundable offence is pending in court
6. Companies having outstanding public deposits or secured loan or dues towards banks and financial institutions or any other Government Departments etc. or having management dispute
7. Company in respect of which filing of documents have been stayed by court or CLB or Central Government or any other competent authority.
11 June 2010
The adjustment referred in para 3 of the query attracts section 100 (1)(c) of the Companies act,1956 and if the company opts for EES,2010 with such a balance sheet ROC will raise objections. So, as per my understanding, the company cannot choose EES,2010. Then to strike off the name, the company has to follow the procedures of Chapter 111 (voluntary winding up) of the companies act,1956.
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