Remedies for non filing of roc returns for 4 years -

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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)

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

Aashok Kumar Sharma

(Expert)

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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