A private limited co. incorporated in july 1996,with 8 shareholders and 3 directors, having its operation in the year 1996 & 1997 and thareafter there is no business in the company.
The company doesn't file its Annual Account and Return with ROC since its incorporation.
In 2010, the directors want to Regularize the company and want to file Annual Account and return in ROC.
Majority of the directors says that filing of 2-3 years accounts and return in ROC is sufficient as there is no business and filling of all the years accounts in ROC would attract big amount of additional fee (Rs. 150000/- approx.). They also says that they can resolve this matter in AGM as all the shareholders are the relative of the directors and nobody have objection on this.
State your views, 1. Whether the contation of the directors is correct?
2. If company is required to file the Annula Accounts and Return for all the years since its incorporation, who will bare(co./SHs/Dir.) the expenditure of Additional Fee?
1. No, the view of Directors is not correct and the Company has to file the Annual Accoounts and Annual Return for all the years with the additional fees.Filing of Annual Accounts and Annual Return is a Statutory requirement under the Companies Act, 1956 and cant be dispensed with even if the consent of the members is obtained at the AGM of the Company. The opinion of the Directors is completely wrong.
2. The Company will have to bear the additional filing fees.
28 December 2010
The Directors are wrong. Non-filing of annual returns is violation of Companies Act, 1956 attracting penalties under different sections.
CAclubindia
