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Disqualification of directors...due to non filing

CS Parul Dadhich (Practising CS) (35 Points)

05 December 2016

There is a Pvt Ltd co. which has not filed annual accounts since year 2006-07 till date. Status of company on MCA site is shown dormant. However the directors want to change the status to active and complete the pending filing with penalties.

My query is that since as per Companeis act 2013, Section 164 makes them disqualified to be reappointed. Is there any remedy that company can appoint another directors to proceed with the pending filing or the company should file directly the applictaion in GNL-1 form irrespective of such disqualification.

Plz guide.

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2 Replies

Jatin Bajaj (CS) (2930 Points)
Replied 06 December 2016

FIRST OF ALL AN APPLICATION HAS TO BE MADE UNDER SECTION 455 FOR OBTAINING THE STATUS OF ACTIVE COMPAMY IN FORM MSC 4 TOGETHER ACCOMPAINED WITH THE RETURN IN FORM MSC 3 .

THE REGISTRAR SHALL INITIATE THE PROCESS OF STRIKING OFF THE NAME OF THE COMPANY IF THE COMPANY REMAINS DORMANT COMPANY FOR THE CONTINOUS PERIOD OF 5 YEARS.

THE REGISTRAR AFTER CONSIDERING THE APPLICATION ISSUE A CERTIFICATE IN FORM MSC 5 ALLOWING THE STATUS OF ACTIVE COMPANY.

AFTER THE APPROVAL OF APPLICATION COMPANY SHALL BE PROVIDED WITH 21 DAYS TO FILL ALL THE REQUIRED ANNUAL RETURNS AND BALANCE SHEET OF THE REQUIRED FINANCIAL YEAR. IN CASE THE REQUIRED FILINGS ARE DONE WITHIN 21 DAYS THE STATUS WILL BECOME ACTIVE. BUT IF REQUIREMENTS ARE NOT DONE WITHIN 21 DAYS , THEN THE STATUS WILL AGAIN BECOME DORMANT

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CS Parul Dadhich (Practising CS) (35 Points)
Replied 17 January 2017

Thanks for guiding, But Form MSC-3 and MSC-4 is for companies which deliberately opt to become dormant and subsequently active. In this case the dormant status is due to non filing. I feel the suitable form shall be GNL-1 for application to Registrar.

Plz clarify.