HAS YOUR COMPANY RECEIVED NOTICE FROM MINISTRY OF TO CORPORATE AFFAIRS FOR STRIKING OFF - WHAT DO?

HAS YOUR COMPANY RECEIVED NOTICE FROM MINISTRY OF TO CORPORATE AFFAIRS FOR STRIKING OFF - WHAT DO?

STRIKE-OFF NOTICE ISSUED BY ROC OFFICES

Recently ROCs in India  and particularly New Delhi , ROC   issued Strike-Off Public Notice No-ROC-DEL/248/STK-5/2018/2912, dated 18.06.2018 to 31250 Companies, for not doing the Annual Compliance & Fillings.

WHAT STRIKE-OFF NOTICE SAYS?

According to the text of the notice, “The Companies mentioned in the notice have not been carrying on any business or operation for a period of two immediately preceding financial years and have not made any application within such period for obtaining the status of dormant company under Section 455 of the Companies Act, 2013, And, therefore, proposes to remove/strike off the names of the mentioned companies from the Register of companies and dissolve them unless a cause is shown to the contrary, within thirty days from the date of this notice.

Any person objecting to the proposed removal/striking off of name of the companies from the Register of companies may send his/her objection to the office address mentioned here above within thirty days from the date of publication of this notice.”

WHAT WE HAVE TO DO ?

So, according to the Notice, first of all we have to decide whether we want to continue the company or not? whether the Company was in operation, having transactions in the Books & Bank Account of the Company, filed ITR or not?

THREE POSSIBLE ALTERNATIVES AVAILABLE

·                  After taking the decision of continuity of the Company, we will find ourselves into either of these three (3) situations: 

·                  Company have business operation and wants to continue further.

           Or

·                  Company do not have business operation but have future business plans & hence wants to continue.

          Or

·                  Company do not have business operation, neither have any future business plans & therefore wants to take exit suo-moto.

ACTION ONE

In Case Company Have Business And Wants To Continue The Operation

In this case, Company shall file all the pending Forms (AOC-4, MGT-7, ADT-1 (if any)), starting from the year filling was not done till current year along with the additional fee i.e. 13 times of the original fee. 

After completion of the filling, the default of the Company becomes good and the Company would not be Strike-off by the MCA.

ACTION TWO

In Case Company Do Not Have Business But Wants To Continue For Future Business Plans

In this case also, Company shall file all the pending Forms (AOC-4, MGT-7, ADT-1 (if any)), starting from year the filling was not done till current year along with the additional fee i.e. 13 times of the original fee.

 However, the Balance sheets will be prepared accordingly and there should not have any transaction in the Bank Account of the Company evidencing the business operation of the Company. If books & bank account has such transactions then balance sheet must disclose it. After completion of the filling the default of the Company becomes good and the Company would not be Strike-off by the MCA.

ACTION THREE

In Case Company Neither Have Business In Current, Nor Future Business Plans & Wants To Strike-Off The Company

In this case, whether the Company is in operation or not, it shall file all the pending Forms (AOC-4, MGT-7, ADT-1 (if any)), starting from year the filling was not done till current year along with the additional fee i.e. 13 times of the original fee.

Also, file Form STK-2 (with required Attachments & fee of Rs. 5000/-). 

After completion of the filling the default of the Company becomes good and the Company gets suo-moto Strike-off without any penalty.

Hence, these are the way-outs available to the Companies appearing in the Notice of Strike-off, depending upon their will. 

Directors may opt for any of the possible solutions and act accordingly within 30 days from the date of publication of the notice, to save the Company from any penalty and trouble.

Possible Consequences for INACTION on the MCA Notice?

If, a Directors does not take any action after receipt of this notice and remains silent then he/she may possibly get into huge troubles. Likewise, earlier done in many Companies, Directors may face one or more than one of following situations:

1.                  Disqualification to act as Director in any Company for a prescribed period or permanently.

2.                  De-activation of Director Identification Number (DIN).

3.                  Deactivated DIN will lead to non-filling in other Companies, where the same person is Director. It is a more troublesome situation where the concerned director will be liable for non-filling of other Companies as well.

4.                  Directors may be personally liable for Penalty (if Central Government so notifies).

5.                  Directors will be debarred to do business by incorporating a new entity.

Keeping the above points in view, it is totally clear that Directors should not remain silent on this notice.

They should take action according to their requirement & will because additional fee on form filing is still better than huge penalty and disqualification.

COURTESY : CS Deepika Shukla