pvt. ltd. company

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

16 November 2009 Hello Sir,
I along with one of my friend started registered a pvt. limited company in mumbai in sep. 2004. We were four directors:
1. Myself
2. My wife
3. My Friend
4. His Wife
The business was not doing well and for the turnover was very low:
04-05: 4 Lac
05-06: 6 Lac
07-08: 8.5 lac
08-09/: 10 Lac
In between (Nov 2007) due to some reasons my friend left the company with our internal settlement. So effectively we are two directors now (me and my wife).
Now the problem is, as our business was not doing well we could not file any single return to ROC nor of Income tax We sincerely tried but could not), there were no AGM's,. (We still do not even have our digital signatures.) My partner has handed over the shares to me, I have his (and his wife's) resignation letter and our settlement on Rs. 20 stamp paper and thats it. Although he is ready for any formalities required now.
So, where does my company stands today:
1. We did not filed even a single return to ROC and Income Tax dept.
2. We did not informed the ROC about the resignation of the two directors.

But now I really want to clear the things if possible. I really do not want my company to be defunctional or something similar. I am still doing the business in its name. Please advise if I could still revive my company, how to go about it and the likely expences I should be prepared for. A proper advise could had saved me but I think it could still save me. Please help.

Thanks & Regards,
Ratan

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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16 November 2009 Pl check the company master data. If the status of the company is 'active', regularize the matters with ROC by taking DIN, DSC, filing e-Form 32, 20B, 23AC, 23ACA etc for all the years and also take PAN and file the IT returns for financial year 2007-08 and 2008-09.

If the status shows 'strike off' move a petition before the jurisdictional High Court under section 560(6) of The Companies Act,1961 to reinstate the name of the company in the register of companies maintained in ROC.

Sunil

Sunil (Expert)
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16 November 2009 After you get your accounts audited and regularise with ROC, file the income tax returns that are not yet time barred. Assuming the years you have indicated are financial years you can file for financial 07-08 (asessment 08-09) upto March 31, 2010. For Assessment year 09-10 you can file without additinal penalty upto March 31, 2010 and with additional penalty upto March 31, 2011. However, you will not be able to carry forward any losses. It is compulsory for active limited companies to file the income tax returns. You have done turnover in the years before and business not being good is no excuse for not filing the return or complying with Companies and Income Tax Act. You have to file a nil or loss return also. If there is profit, you have to discharge your tax liabilities. The worst that may happen is the AO may issue to you notice under other sections to file a return for what has not been filed. These will be compulsorily scrutinized after you file them. Do not worry about this if your paid up capital has come through cheques without depositing cash in your personal bank accounts and you are able to provide documents in support of your returns.

Also get your friend and his wife to cooperate till time they were directors and file the Form No. 32 for their resignation.

If you intend showing any remuneration for director for yourself(MD or whole time) A resolution has to be passed at AGM and form no. 32 changing a Director to MD or Whole Time Director will also have to be filed. Until such time, AOs disallow the salaries paid to director if this documentation is not in order.

I have elaborated a little more than you have asked because I have come across many similar situations where businessmen have run into trouble due to bonafide 'mis-belief').

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Querist : Anonymous

Querist : Anonymous (Querist)

16 November 2009 Dear Mr. B.Chackrapani & Mr. Sunil,
Thanks a ton for your valuable advice. It has come as a relief to me and will follow the same.

Regards,

ratan