Remedies for non filing of roc returns for 4 years -

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

15 February 2014 A company has not filed its ROC returns for 4 years and does not have any operations.

How can the company be closed?

The company does not wish to file the returns.

Arvind Ray

Arvind Ray (Expert)
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17 February 2014 you can go for Voluntary winding up (by the shareholders) of the company.

Querist : Anonymous

Querist : Anonymous (Querist)

17 February 2014 Can you please explain the procedure.

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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21 July 2025 Sure! Here’s a simple explanation of the procedure for voluntary winding up of a company that has not filed ROC returns for 4 years and has no operations:

Voluntary Winding Up Procedure for a Dormant Company
Step 1: Board Meeting

Hold a Board Meeting to pass a resolution to initiate the voluntary winding up process.
Appoint a Liquidator who will oversee the winding up process.
Step 2: Shareholders’ Meeting

Convene an Extraordinary General Meeting (EGM) of shareholders.
Pass a special resolution for voluntary winding up of the company.
Step 3: Declaration of Solvency

The directors must file a Declaration of Solvency stating the company’s ability to pay its debts within 12 months.
This must be filed with the Registrar of Companies (ROC).
Step 4: Filing with ROC

File the special resolution and the declaration of solvency with ROC within 30 days of the EGM.
Step 5: Public Notice

Publish a public notice of the winding up in the official gazette and a newspaper circulated in the district where the registered office is located.
Step 6: Liquidator’s Role

The liquidator takes control of the company, settles liabilities, and disposes of company assets.
If there are no assets or liabilities (since the company is dormant), the liquidator prepares a final report.
Step 7: Final Meeting and Dissolution

The liquidator calls a final meeting of the shareholders.
After the meeting, the liquidator files a final return with the ROC.
ROC strikes off the company from the register, and the company ceases to exist.
Important Notes:
Even if the company has no operations, ROC filing compliance is mandatory till the company is officially dissolved.
If ROC filings have not been made for 4 years, the company may face penalties — so it’s best to start the winding-up process soon.
Alternatively, if the company is dormant, it can be converted to a Dormant Company under section 455 of the Companies Act and later closed.

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