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ROC cancellation process

asim jana (accounts head) (205 Points)

03 March 2011

A pvt. ltd. company registered with ROC in the year 2007. the company did not starts business till date. they have no bank account, No PAN no and any other licence no.. If the directors (company) wants to close the company and cancel the company registration, what is the process or how they will do this? Please advice me.

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16 Replies

nidhigoel89 (Company Secretary ) (594 Points)
Replied 03 March 2011

Hello!

You can make ur co. defunct under Ees. Whole circular is available at MCA.

Regards

NIdhi

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SANTOSH SHAH (Company Secretary) (754 Points)
Replied 03 March 2011

Originally posted by : asim jana
	A pvt. ltd. company registered with ROC in the year 2007. the company did not starts business till date. they have no bank account, No PAN no and any other licence no.. If the directors (company) wants to close the company and cancel the company registration, what is the process or how they will do this? Please advice me.

Hi Asim,

Agreed with Nidhi. Make use of EES. You are lucky that the scheme is extended for another 3 months.

Make use of opportunity before it comes to an end.

regards

Santosh Shah

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 03 March 2011

Hurry up, the said scheme is in operation only upto 30th April, 2011.

After the closure of the Scheme, MCA would take penal action against the directors of the defaulting companies who have not taken steps for de-registration of the company.

asim jana (accounts head) (205 Points)
Replied 03 March 2011

In this matter, out of three directors can only 2 directors authoreised for close the company?

nidhigoel89 (Company Secretary ) (594 Points)
Replied 03 March 2011

Hello!

No, all the directors needs to file the affadavit and indemnity Bond for filing of EES form.

Regards

Nidhi

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asim jana (accounts head) (205 Points)
Replied 03 March 2011

if only one director does not sign the affidavit & imdemnity bond for defunct the company for harrassment then what steps will be taken.

(Guest)

Originally posted by : nidhigoel89
	Hello! No, all the directors needs to file the affadavit and indemnity Bond for filing of EES form. Regards Nidhi

nandini mishra (individual) (592 Points)
Replied 04 March 2011

instead of closing the company it is adviced to sell the company so that you can get your capital back without any loss

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 04 March 2011

First take steps to remove the non-coperating director from the Board.

This can be done by following the procedure laid down in Section 284 of the Companies Act 1956.

The Procedure for Removal of a Director is given below :

1) Special notice of a resolution to remove a director is to be served on the company by a member.
2) On receipt of the notice, the company shall send a copy thereof to the director.
3) If the director makes any representation the same shall be circulated to all members if it does not contain any defamatory matter.
4) The director shall also be heard at the meeting and then the resolution may be passed. (Ordinary Resolution)

Resolution required is Ordinary. So if the other two directors have the majority shareholding this resolution for removal can be passed without any difficulty.

Once the non-cooperating director is removed, other two directors can make application for closure of defunct company under EES, 2011.

Vikash Kharvar (Dy. Manager -F&A) (469 Points)
Replied 04 March 2011

You are realy lucky, but before 30.04.2011.

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Ashish shah (C.A.Student) (89 Points)
Replied 04 March 2011

EES,2010 scheme is available only for Defunct co.., as our company is not functioning for last one year..whether we can also apply for scheme???

bhavik (Article) (172 Points)
Replied 04 March 2011

Easy Exit Scheme, 2011 - (EEC 2011) - Simplified Amnesty Scheme introduced by Registrar of Companies (ROC) for Easy Exit (declaration as defunct company) for inoperative Companies

It has been observed that certain companies have been registered under the Companies Act, 1956, but due to various reasons some of them are inoperative since incorporation or commenced business but became inoperative later on and are not filing their due documents timely with the Registrar of Companies. These companies may be defunct and are desirous of getting their names strike off from the Register of Companies.

In order to give an opportunity to the defunct companies, for getting their names strike off from the Register of Companies, the Ministry has decided to introduce a Scheme namely, “Easy Exit Scheme, 2011” under Section 560 of the Companies Act, 1956. The Scheme shall come into force on the 1st January, 2011 and shall remain in force up to 31st January, 2011.

Following procedure needs to be observed -

1. An application in Form EES 2011accompained by ROC fees of ` 3000/-.

2. A declaration of pending litigation by and against the Company.

3. An "Affidavit" (franking ` 100/-) by each of the existing directors individually (format attached).

4. An "Indemnity" (franking ` 200/-) by each of the existing directors individually (format attached).

5. A "Statement of Account" as on a date not more than one month before the date of this application (format enclosed) certified by all the Directors and CA.

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 04 March 2011

The scheme applies to Companies which are inoperative since their inception or commenced business but became inoperative later on and are not filing their due documents timely with the Registrar of Companies.

Your company is inoperative for the past one year. As regards filing of documents whether you have filed your annual returns for the last year? If no, you are eligible.