Liaison office which has not registered with roc

Hi,

one of my client which has set up a liaison office in indai in 2005 wants to windup the liaison office. However after the obtaing the RBI approval for setting up of the liaison office, they have not registered with ROC or filled the annual returns with the ROC till date. Now for the winding up, the customer has to submit the ROC compiance letter and no objection certificate from income tax authorities to AD bank.

Now since the company has not registered with ROC, how to get the complaince letter from ROC. Can they register now by paying penalty and then immidietly submit request for winding up with ROC.

Also, is no objection letter from Income tax department is mandatory, if there are no balance funds available to repatriate to the parent company.

Regds

Antony