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Question

Read the following paragraph and answer the five questions that follow:

Section 455 of Indian Companies Act, 2013 talks about a New Provision Calls "DORMANT COMPANY. This concept was not there in Companies Act, 1956.

A Dormant Company offers excellent advantage to the promoters who want to hold an asset or intellectual property under the corporate shield for its usage at a later stage. For instance: if a promoter wants to buy lands now for its future project at a comparatively lesser price, he may do the same through dormant company so that he can use the land for its future project. Thus, dormant company status is a new phenomenon in the Companies Act 2013 and is an excellent tool for keeping assets in the company for its future usage. A dormant company may be either a public company or a private company or a one person company.

Certain companies, due to the nature of their business, may not be able to start any business, for a long time from the date of incorporation as for instance any business for creation of intellectual property or for a future project and has no significant accounting transaction. Such a company may be an "Inactive company". Construction Companies/Real Estate Companies/Incorporate New Companies to hold land/properties for future projects. This concept is beneficial for them. By this concept, they can Incorporate Company and purchase property/land in that company and get status of Dormant Company. If a company gets status of dormant company, there are less compliance in dormant company in comparison of active company. It will help to save cost of compliances for inactive companies.

Which one of the following nature of business is suitable to a Dormant company?

The correct answer is

Real Estate business

Understanding Dormant Companies and Business Suitability

The question asks us to identify which nature of business, based on the provided paragraph about Section 455 of the Indian Companies Act, 2013, is suitable for being classified as a Dormant Company.

Let's analyse the key points from the text regarding Dormant Companies:

  • The concept of "Dormant Company" is introduced in Section 455 of the Indian Companies Act, 2013.
  • It is beneficial for promoters who want to hold an asset or intellectual property under a corporate structure for future use.
  • An example given is buying land for a future project through a dormant company.
  • Companies suitable for dormant status might be those that cannot start business for a long time, have no significant accounting transactions, or are "Inactive companies".
  • The text explicitly states: "Construction Companies/Real Estate Companies/Incorporate New Companies to hold land/properties for future projects. This concept is beneficial for them."

This clearly indicates that businesses involved in holding land or properties for future projects, such as Real Estate companies, are considered suitable for obtaining Dormant Company status. The reason is that they acquire assets (land/properties) and hold them for a period without significant operational activity or transactions until the future project commences.

Now let's look at the options provided:

  1. Shipping business
  2. Manufacturing business
  3. Real Estate business
  4. Pharmaceutical business

Based on the explicit example and description provided in the paragraph, the nature of business most suitable for a Dormant Company status among the options is the Real Estate business, specifically when it involves holding properties or land for future development rather than active construction or selling.

Analysing Suitability for Dormant Status

The text highlights that a key use case for a Dormant Company is holding assets like land or intellectual property for future projects. This aligns perfectly with certain models within the Real Estate sector where companies acquire land banks or properties well in advance of planned development or use.

Contrast this with the other options:

  • Shipping business: Typically involves active operations, logistics, and significant transactions related to transportation of goods.
  • Manufacturing business: Involves production processes, procurement of raw materials, sales of finished goods, and significant ongoing operational transactions.
  • Pharmaceutical business: Involves research and development, manufacturing, distribution, and sales of drugs, all requiring significant and ongoing accounting transactions.

These businesses, by their nature, usually involve continuous, significant accounting transactions and active operations, making them generally unsuitable for Dormant Company status as described in the text.

Therefore, the description provided in the paragraph directly supports the suitability of a Real Estate business, specifically in the context of holding assets for future use, for being classified as a Dormant Company.

Conclusion on Business Nature

The paragraph directly points to Real Estate companies that hold assets like land or property for future projects as beneficiaries of the Dormant Company concept. This is because their primary activity initially is holding an asset without significant ongoing business operations or transactions, which fits the criteria for an "Inactive company" or a company suitable for dormant status according to the text.

The final answer is $\boxed{\text{Real Estate business}}$.

Revision Table: Key Concepts

Concept Description from Text Relevance to Question
Dormant Company New provision in Companies Act, 2013 (Section 455). Holds assets/IP for future use. Less compliance. The core topic. Question asks about suitable business nature.
Inactive Company Company unable to start business for long time, no significant accounting transaction, future project/IP focus. Synonymous with suitable candidates for Dormant status.
Holding Assets (Land/Property) A key advantage/use case mentioned for Dormant Companies. Explicitly linked to future projects. Directly relates to Real Estate business suitability.
Real Estate Companies Explicitly mentioned as beneficial users of the concept, particularly for holding land/properties for future projects. Directly answers the question.

Additional Information on Dormant Companies

Section 455 allows a company to apply for the status of a Dormant Company by making an application to the Registrar of Companies (RoC). This is applicable to companies that are formed for a future project or to hold an asset and have no significant accounting transaction. Having Dormant status reduces the compliance burden significantly compared to an active company, helping save costs.

A company is considered to have "no significant accounting transaction" if it has not carried out any transaction other than:

  • Payment of fees to the Registrar of Companies.
  • Payments made to fulfill the requirements of the Companies Act or any other law.
  • Allotment of shares to initial subscribers to the memorandum.
  • Payments for the maintenance of its office and records.

This reduced compliance makes it an attractive option for companies that are temporarily inactive but intend to resume operations in the future, or whose sole purpose is to hold specific assets.

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Important Questions from The Companies Act, 2013

  1. Match List I with List II:

    List- I

    List – II

    A.

    Appointment of auditors by CAG 

    (I)

    Section 139 (5) 

    B.

    Qualifications and disqualifications of auditors 

    (II)

    Section 141 

    C.

    Powers-and duties of auditors 

    (III)

    Section 142 

    D.

    Remuneration of auditors 

    (IV)

    Section 143

    Choose the correct answer from the options given below -  
  2. Which of the following companies do not fall under a purview of Dormant company?

    (A) Private company

    (B) One person company

    (C) Limited and unlimited liability companies

    (D) Public company

    (E) Government company

    Choose the most appropriate answer from the options given below: 

  3. Given below are two statements: One is labelled as Assertion A and the other is labelled as Reason R.

    Assertion (A): Provision is made to obtain the status of a ‘dormant company for a inactive company that doesn't trade.

    Reasons (R): Dormant company doesn't trade but has significant accounting transaction.

    In the light of the above statements, choose the most appropriate answer from the options given below - 

  4. Dormant company offers excellent advantage to which one of the following?

  5. Given below are two statements : One is labelled as Assertion A and the other is labelled as Reason R.

    Assertion (A): If a company gets status of a dormant company, then it is subject to less compliance in comparison to active company.

    Reasons (R) : It will help to save of compliances for Inactive companies when they become dormant company under section 455 of the Companies Act, 2013 as compared to the Companies Act. 1956.

    In the light of the above statements, choose the most appropriate answer from the options given below :  

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