455. Dormant company
(1) Where a company is formed and registered under this Act for a future project
or to hold an asset or intellectual property and has no significant accounting transaction,
such a company or an inactive company may make an application to the Registrar in such
manner as may be prescribed for obtaining the status of a dormant company.
Explanation.—For the purposes of this section,—
(i) “inactive company” means a company which has not been carrying on any
business or operation, or has not made any significant accounting transaction during
the last two financial years, or has not filed financial statements and annual returns
during the last two financial years;
(ii) “significant accounting transaction” means any transaction other than—
(a) payment of fees by a company to the Registrar;
(b) payments made by it to fulfil the requirements of this Act or any other law;
(c) allotment of shares to fulfil the requirements of this Act; and
(d) payments for maintenance of its office and records.
(2) The Registrar on consideration of the application shall allow the status of a dormant
company to the applicant and issue a certificate in such form as may be prescribed to that
effect.
(3) The Registrar shall maintain a register of dormant companies in such form as may
be prescribed.
(4) In case of a company which has not filed financial statements or annual returns for
two financial years consecutively, the Registrar shall issue a notice to that company and
enter the name of such company in the register maintained for dormant companies.
(5) A dormant company shall have such minimum number of directors, file such
documents and pay such annual fee as may be prescribed to the Registrar to retain its
dormant status in the register and may become an active company on an application made in
this behalf accompanied by such documents and fee as may be prescribed.
(6) The Registrar shall strike off the name of a dormant company from the register of
dormant companies, which has failed to comply with the requirements of this section.