Companies Act · source-checked form guide
MSC-3: annual return of a dormant company
Report the dormant company’s financial position, permitted non-significant transactions, director/meeting history and capital/ownership movements. Dormant status does not mean no accounting, no annual return or permission to conceal significant business.
Which version and who acts?
2023 substituted format effective 23 January 2023; fictional FY 2025–26 annual return prepared 21 April 2026.
Company that actually holds dormant status, with a financial position duly audited by a chartered accountant in practice and actual form verification/certification.
G.S.R.46(E), physical p 15 commencement; MSC-3 pp 19–23 fields 1–12, audited financial position and company/professional execution; Rule 7 annual 30-day period.
Completed field illustration
Fictional example — not for filing. The fictional company was validly granted dormant status on 1 April 2024, assumed only. It holds ₹1,00,000 opening cash and capital, with no liabilities. FY 2025–26 permitted office/record maintenance costs ₹6,000, statutory-compliance costs ₹3,000 and Registrar fees ₹1,000 are paid. There are no operations, allotments, director changes or significant transactions.
| Prescribed field / block | Completed fictional entry |
|---|---|
| 1–5 Company / status / FY | SYNTHETIC-CIN-01; deliberately not a valid CIN; Aurelia Demonstration Private Limited (fictional); fictional Delhi office; dormant certificate date assumed 01/04/2024; formed for a future learning project; year ended 31/03/2026. |
| 6 Board meetings | 15/05/2025 and 15/11/2025; 2 serving directors and 2 present at each; actual notice/minutes required. |
| 7 Directors / changes | Mira Example,6,000 equity shares; Arun Training,4,000 shares; synthetic DIN markers; 2 directors,0 separate KMP; 0 changes in the year. |
| 8 Permitted payments | Office/records ₹6,000; statutory requirements ₹3,000; Registrar fees ₹1,000; total ₹10,000. |
| 9 Capital movement | One equity class,10,000 fully paid₹10 shares at opening/closing; ₹1,00,000 nominal and paid-up; 0 premium; all increases/decreases 0. |
| 10 Annual fee | Actual annual fee must be computed under the applicable fee schedule/portal using real company particulars. The₹1,000 above is historical FY expenditure, not the next fee or proof of payment. |
| 11 Significant transactions | No, on the assumed records; ordinary sales/receipts must not be hidden as maintenance. |
| 12 Ownership | Directors/relatives 100% at opening/closing; other categories 0%; 2 shareholders. |
| Audited financial-position attachment | Illustration only:cash₹90,000; capital₹1,00,000 less accumulated loss₹10,000=net assets₹90,000; actual audited attachment and genuine CA audit required. |
| Verification | Not signed. No DSC, certification, SRN, filing or approval has occurred. No auditor report, membership number, certificate or dormant approval fabricated. |
The named fields illustrate this scenario. The official reference contains the additional applicable fields, schedules, attachments and declarations. Synthetic identifiers are not valid input for a live filing. No signature, certification, authority action or successful filing is represented.
Check the dates, amounts and legal branch
- ₹1,00,000 opening cash −₹6,000−₹3,000−₹1,000 =₹90,000 closing cash. Equity₹1,00,000−loss₹10,000 also equals₹90,000; no liabilities are assumed.
- Rule 7 requires MSC-3 and annual fee within 30 days of financial-year end:31 March +30 =30 April 2026; draft 21 April is 21 days after year-end.
- The two 2025 Board dates are 184 days apart and lie in different calendar half-years. Section 173(5) tests calendar half-years with at least 90-day gap; this FY list is not a substitute for checking adjacent calendar-half obligations.
- Actual allotments or director changes still require their respective returns. Five consecutive years of dormancy and events affecting dormant conditions have separate Rule 8 consequences.
Prepare, submit and retain the evidence
- Verify the real dormant certificate/status and continuing eligibility; separate permitted section 455 non-significant payments from actual business or other significant events.
- Reconcile directors, meetings, capital and ownership with the audited financial position; prepare the current exact MSC-3 fields and genuine audited attachment.
- File with actual annual fee within the 30-day period; retain real acknowledgement and monitor separate event returns and the continuing dormant-status limits.
Download the right reference and sample
Official prescribed referenceFilled sample: fictional field illustrationThe reference preserves the complete official source document. Use the physical PDF page locators above to find this form; adjacent forms and amendment provisions may share a page. The sample is a static educational model, not an MCA utility, statutory approval or executed filing.
Primary authorities and exact locators
- G.S.R.46(E), physical p 15 commencement; MSC-3 pp 19–23 fields 1–12, audited financial position and company/professional execution; Rule 7 annual 30-day period.
- Companies Act, 2013: the sections expressly identified in the form and explanatory workflow; source copy, read with the specific later rules linked here.
- Current Miscellaneous Rule7: annual MSC-3 within30 days with fee and audited financial position; separate allotment/director returns remain due.
Questions readers ask
What does this PDF complete?
It illustrates the named prescribed fields with fictional facts. The real statutory document must include every applicable field and annexure, supported by actual records and authorised verification.
Does downloading the sample create a filing or approval?
No. Follow the specific preparation and submission steps above. The actual portal acknowledgement, authority decision or signed professional report is separate evidence.