24 July 2024
For winding up a Pvt Ltd company under the Fast Track Exit (FTE) Scheme 2011, considering the company has not filed its Annual Returns since 2001 and other compliance issues, here are the clarifications and steps you need to follow:
1. **Audit Report and Financial Statements:** - For the purpose of the Easy Exit Scheme (EES), an Audit Report needs to be prepared as on the date of closure of books, which typically coincides with the date of cessation of business operations. This Audit Report should cover the financial position of the company up to that date.
2. **Filing of Past Annual Returns and ITRs:** - Yes, ideally the company should file all past due Annual Returns (Form AOC-4/ AOC-4 XBRL) and Income Tax Returns (ITR) for each financial year where they are due. This is necessary to bring the company's compliance up to date before applying for the FTE Scheme. However, if the company has not filed these for many years, the process may involve filing them for the most recent years possible, considering practical limitations.
3. **Estimated Cost under EES, 2011:** - The cost involved can vary depending on several factors such as the professional fees for preparing and filing documents, any penalties for late filing, and other miscellaneous expenses. It's advisable to consult with a professional such as a Company Secretary or a Chartered Accountant to get a precise estimate based on the specific circumstances of your company.
4. **NOC from Income Tax Department:** - As per the FTE Scheme, the company is required to obtain a No Objection Certificate (NOC) from the Income Tax Department stating that there are no tax liabilities outstanding against the company. This is crucial before proceeding with the closure under the scheme.
5. **Appointment of a New Director:** - If one of the erstwhile directors has expired, the company needs to follow the process of appointing a new director as per the provisions of the Companies Act, 2013. This typically involves convening a Board Meeting to appoint a new director and filing the necessary forms with the Registrar of Companies (ROC).
6. **Pending E-Filing for Previous Years:** - Yes, all pending e-filings for previous years should be done on a yearly basis to bring the company's compliance up to date. This includes filing Annual Returns, Financial Statements, and Income Tax Returns for each financial year where these filings are due.
Given the complex nature of your company's situation, it's strongly recommended to engage with a professional advisor who can provide tailored guidance and ensure compliance with all legal requirements under the FTE Scheme and other applicable laws. They can also assist in navigating the process smoothly and efficiently.
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