Need help regarding a non-functioning Private Limited Company with no business transaction since inc

I don't have any liability
I have closed my Bank Account (in Sep 2024)
I have closed my GST (Yesterday filed GSTR 10 on 8 Jan 2025, I have filed all nil returns since inception), there was no sale purchase.
The only payment i was making was to my CA from that account. And only once i have added little money from my personal salary account (some 20000 INR to pay to the CA)
I have paid my CA for the annual filing every year. But never verified if the AOC-4 and MGT-7, has been filed.
The CA filed all my ITRs that is why i trusted him. He is saying not to worry. But i took second opinion from certain CS they all have told me that it doesn't matter whether you did business transaction or not. The Annual filing has to be done.
Without paying all the penalty nothing can be done they are saying. So my doubt is Will MCA consider my application STK 2 even after non filing of ROC, since there was no business transaction since inception.
Also, there are certain CS who are telling me some other out of the way methods to get rid of this (not legal). I am worried a lot.

Rama chary Rachakonda (Master in Accounts & Lawyer email ID:ramachary64@gmail.com voice no:9989324294) (5899 Points)
Replied 09 January 2025

I understand your concerns and the conflicting advice you've received.

MCA's Consideration of STK-2 Application The Ministry of Corporate Affairs (MCA) may consider your STK-2 application, but the non-filing of ROC returns (AOC-4 and MGT-7) will likely be an issue.

1. _ROC compliance_: The MCA takes ROC compliance seriously, and non-filing of returns can lead to penalties and complications.

2. _STK-2 application_: While you've filed all nil GST returns and closed your bank account and GST registration, the non-filing of ROC returns might raise concerns. Penalty and ROC Compliance The CS professionals you've consulted are correct that the MCA may impose penalties for non-compliance with ROC filing requirements.

1. _Penalty for non-filing_: The penalty for non-filing of AOC-4 and MGT-7 can be substantial, ranging from ₹100 to ₹500 per day, depending on the delay.

2. _Regularization of ROC compliance_: To proceed with the STK-2 application, you may need to regularize your ROC compliance by filing the pending returns and paying the applicable penalties. Advice and

Next Steps 1. _Avoid unofficial methods_: Refrain from exploring "out-of-the-way" methods to resolve the issue, as these may not be legal or ethical. 2. _Consult a reputable CS or CA_: Engage a trustworthy and experienced CS or CA to guide you through the process. 3. _Regularize ROC compliance_: File the pending AOC-4 and MGT-7 returns and pay the applicable penalties to regularize your ROC compliance. 4. _Submit STK-2 application_: Once ROC compliance is regularized, submit the STK-2 application to the MCA. By following these steps, you can ensure a smooth and compliant process for closing your company. Remember, it's essential to prioritize compliance and seek professional advice to avoid any potential complications or penalties.

Rama chary Rachakonda (Master in Accounts & Lawyer email ID:ramachary64@gmail.com voice no:9989324294) (5899 Points)
Replied 09 January 2025

I understand your concerns and the conflicting advice you've received.

MCA's Consideration of STK-2 Application The Ministry of Corporate Affairs (MCA) may consider your STK-2 application, but the non-filing of ROC returns (AOC-4 and MGT-7) will likely be an issue.

1. _ROC compliance_: The MCA takes ROC compliance seriously, and non-filing of returns can lead to penalties and complications.

2. _STK-2 application_: While you've filed all nil GST returns and closed your bank account and GST registration, the non-filing of ROC returns might raise concerns. Penalty and ROC Compliance The CS professionals you've consulted are correct that the MCA may impose penalties for non-compliance with ROC filing requirements.

1. _Penalty for non-filing_: The penalty for non-filing of AOC-4 and MGT-7 can be substantial, ranging from ₹100 to ₹500 per day, depending on the delay.

2. _Regularization of ROC compliance_: To proceed with the STK-2 application, you may need to regularize your ROC compliance by filing the pending returns and paying the applicable penalties. Advice and

Next Steps 1. _Avoid unofficial methods_: Refrain from exploring "out-of-the-way" methods to resolve the issue, as these may not be legal or ethical. 2. _Consult a reputable CS or CA_: Engage a trustworthy and experienced CS or CA to guide you through the process. 3. _Regularize ROC compliance_: File the pending AOC-4 and MGT-7 returns and pay the applicable penalties to regularize your ROC compliance. 4. _Submit STK-2 application_: Once ROC compliance is regularized, submit the STK-2 application to the MCA. By following these steps, you can ensure a smooth and compliant process for closing your company. Remember, it's essential to prioritize compliance and seek professional advice to avoid any potential complications or penalties.

Rama chary Rachakonda (Master in Accounts & Lawyer email ID:ramachary64@gmail.com voice no:9989324294) (5899 Points)
Replied 09 January 2025

I understand your concerns and the conflicting advice you've received.

MCA's Consideration of STK-2 Application The Ministry of Corporate Affairs (MCA) may consider your STK-2 application, but the non-filing of ROC returns (AOC-4 and MGT-7) will likely be an issue.

1. _ROC compliance_: The MCA takes ROC compliance seriously, and non-filing of returns can lead to penalties and complications.

2. _STK-2 application_: While you've filed all nil GST returns and closed your bank account and GST registration, the non-filing of ROC returns might raise concerns. Penalty and ROC Compliance The CS professionals you've consulted are correct that the MCA may impose penalties for non-compliance with ROC filing requirements.

1. _Penalty for non-filing_: The penalty for non-filing of AOC-4 and MGT-7 can be substantial, ranging from ₹100 to ₹500 per day, depending on the delay.

2. _Regularization of ROC compliance_: To proceed with the STK-2 application, you may need to regularize your ROC compliance by filing the pending returns and paying the applicable penalties. Advice and

Next Steps 1. _Avoid unofficial methods_: Refrain from exploring "out-of-the-way" methods to resolve the issue, as these may not be legal or ethical. 2. _Consult a reputable CS or CA_: Engage a trustworthy and experienced CS or CA to guide you through the process. 3. _Regularize ROC compliance_: File the pending AOC-4 and MGT-7 returns and pay the applicable penalties to regularize your ROC compliance. 4. _Submit STK-2 application_: Once ROC compliance is regularized, submit the STK-2 application to the MCA. By following these steps, you can ensure a smooth and compliant process for closing your company. Remember, it's essential to prioritize compliance and seek professional advice to avoid any potential complications or penalties.

Rama chary Rachakonda (Master in Accounts & Lawyer email ID:ramachary64@gmail.com voice no:9989324294) (5899 Points)
Replied 09 January 2025

I understand your concerns and the conflicting advice you've received.

MCA's Consideration of STK-2 Application The Ministry of Corporate Affairs (MCA) may consider your STK-2 application, but the non-filing of ROC returns (AOC-4 and MGT-7) will likely be an issue.

1. _ROC compliance_: The MCA takes ROC compliance seriously, and non-filing of returns can lead to penalties and complications.

2. _STK-2 application_: While you've filed all nil GST returns and closed your bank account and GST registration, the non-filing of ROC returns might raise concerns. Penalty and ROC Compliance The CS professionals you've consulted are correct that the MCA may impose penalties for non-compliance with ROC filing requirements.

1. _Penalty for non-filing_: The penalty for non-filing of AOC-4 and MGT-7 can be substantial, ranging from ₹100 to ₹500 per day, depending on the delay.

2. _Regularization of ROC compliance_: To proceed with the STK-2 application, you may need to regularize your ROC compliance by filing the pending returns and paying the applicable penalties. Advice and

Next Steps 1. _Avoid unofficial methods_: Refrain from exploring "out-of-the-way" methods to resolve the issue, as these may not be legal or ethical. 2. _Consult a reputable CS or CA_: Engage a trustworthy and experienced CS or CA to guide you through the process. 3. _Regularize ROC compliance_: File the pending AOC-4 and MGT-7 returns and pay the applicable penalties to regularize your ROC compliance. 4. _Submit STK-2 application_: Once ROC compliance is regularized, submit the STK-2 application to the MCA. By following these steps, you can ensure a smooth and compliant process for closing your company. Remember, it's essential to prioritize compliance and seek professional advice to avoid any potential complications or penalties.

b a (9 Points)
Replied 09 January 2025

Sir my concern is even when there was no business transaction. Do I need to pay the entire penalty for the years where there was no business and no filing of returns?

https://www.youtube.com/watch?v=F82RCR6dPmc

https://www.youtube.com/watch?v=QiOmZ2OPwWk

https://www.youtube.com/watch?v=jjkooQ5yiJE&t=86s

There are certain CS who are saying that if a company is active for 10 years and the business operations cease in the 5th year and post that, the company has not filed any annual return (satisfying the 2-year clause of MCA). Then for the late 5 years there will not be any penalty since there was no business operation and the company can put up an application of voluntary strike off (STK-2)