Section 455 primarily deals with the provision regarding Dormant Companies. We need to understand inactive companies, first.
INACTIVE COMPANIES (EXPLANATION TO SECTION 455):
An Inactive company is a company which—
(a) has not been carrying on any business or operation, or
(b) has not made any significant accounting transaction during the last two financial years, or
(c) has not filed financial statements and annual returns during the last two financial years.
For the purpose of this definition, “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.
DORMANT COMPANY (SECTION 445):
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.
The Registrar on consideration of the application shall allow the status of a dormant company to the applicant and issue a certificate.
The Registrar shall maintain a register of dormant companies.
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.
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.
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.
Under Clause (40) of Section 2, for the purpose of Dormant Company, A cash flow statements is not part of their Financial Statements.
Under Sub – section (3) of Section 173, only one meeting of Board of Directors is required in each half of calendar year. There must be a gap of not less than ninety days is required between two board meetings.
Under Section 248, the Registrar may issue a notice to the company of his intention to declare it as a dormant company.
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