休眠公司年度申报 | MSC-3 表格

We usually came across many such companies which are not having any operations since incorporation or which ceased to have operation from certain period of time. Companies Act, 2013 ("The Act") provides provision of Dormant company to deal with such kind of companies.

Companies Act, 2013 prescribes simplified return format and other simplified compliance for such company subject to certain restrictions. Provisions of Dormant Company are given under section 455 of the act.

1. Meaning of Dormant Company (Section 455(1) of the act)

Any of the following company may obtain status of dormant company by making an application to the Registrar of Company ("RoC"):

• A Company formed and registered for a future period or to hold an asset or intellectual property and such company has no significant accounting transaction** or
• An Inactive company*

* As per explanation to Section 455(1) of the act, Inactive company means a company which is not carrying on any business or operation, or has not made any significant accounting transaction** during the last 2 financial years, or has not filed financial statements and annual returns with RoC during the last 2 financial years.

** "Significant Accounting Transaction" is defined in explanation to Section 455(1) of the act which means any transaction other than:

• payment of fees by a company to RoC
• Any payment made by company to fulfill the requirement of the act or any other law
• allotment of shares to fulfil the requirements of the Act; and
• payments for maintenance of its office and records.

Company shall make application in form MSC-1 to obtain the status of dormant company and RoC shall issue the certificate in form MSC-2 to the company for allowing the status of dormant company.

2. Pre-requisite for obtaining status of Dormant company (section 455(1) of the act read with Rule 3 of Companies (Miscellaneous) Rules, 2014

For the purpose of obtaining status of Dormant company, a company may make an application in form MSC-1 to RoC after passing a special resolution to this effect in the general meeting of the company or 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).

However, a company shall be eligible to obtain status of dormant company only if -

• no inspection, inquiry or investigation has been ordered or taken up or carried out against the company;
• no prosecution has been initiated and pending against the company under any law;
• Neither the company is having any public deposits which are outstanding for payment nor the company has defaulted in payment of such deposit or interest thereon;
• the company is not having any outstanding loan, whether secured or unsecured. However, even if company has any oustanding unsecured loans, company may still apply after obtaining concurrence of the lender and enclosing the same with Form MSC-1 ;
• there is no dispute in the management or ownership of the company and a certificate in this regard is enclosed with Form MSC-1;
• company does not have any outstanding statutory taxes or dues payable to the Central Government or any State Government or local authorities etc.;
• the company has not defaulted in the payment of workmen’s dues;
• the securities of the company are not listed on any stock exchange within or outside India.

3. Suo-moto granting of status of “Dormant Company” by RoC (Section 455(4) of the act)

In case a company has not filed its financial statement or annual return for 2 financial years consecutively then RoC shall issue a notice to the company and enter the name of company in register of Dormant Company.

4. Annual Return by Dormant Company (Section 455(5) of the act read with Rule 7 of Companies (Miscellaneous) Rules, 2014 )

Dormant company shall file an annual return indicating financial position of the company, duly audited by practicing chartered accountant in form MSC-3.

MSC-3 is required to be filed within 30 days from the end of each financial year.

5. Information to be furnished in form MSC-3

Dormant company is required to furnish following information in form MSC-3:

• 企业识别码 (CIN)
• 公司名称和地址将根据 CIN 自动填充
• 休眠公司证书签发日期
• 公司主要业务活动的简要说明
• 年度申报所属的财政年度截止日期
• 董事人数。（一人公司至少一人，私营公司至少两人，公众公司至少三人）
• 董事会会议详情
  • 董事会会议日期
  • 会议当日董事总人数
  • 出席会议的董事总人数
• 公司管理层变更
  • 变更日期
  • 新管理层关键人员姓名
  • 变更详情
• 非重大财务交易的交易报表
• 股份配发详情
  • 股份配发日期（若年度内有多次配发，应填写本年度最新日期）
  • 配发目的
  • 配发股份数量
  • 每股面值
  • 该股份的实缴价值
  • 收到的对价（现金/非现金）
• 年度费用详情（需随本表格一并缴纳的金额）
• 年度内是否进行了任何重大交易
• 公司股权结构

6. MSC-3 表格需附带的文件

MSC-3 表格必须附带以下文件：

• 授权提交 MSC-3 的董事会决议副本
• 经审计的公司财务状况表

7. 提交 MSC-3 适用的法定费用

MSC-3 的提交费用将根据公司的名义股本计算，具体如下：

但是，对于没有股本的公司，适用 200 印度卢比的费用。

8. 延迟提交 MSC-3 适用的额外费用

若公司未能在规定期限内提交 MSC-3，则将根据延迟天数收取额外费用：

9. 未提交年度申报的后果（法案第 455(6) 条）

若休眠公司未能遵守法案第 455 条的规定，注册官应将其名称从登记册中除名。

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