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Filing of Return

Jyoti Malik (ACCOUNTANT) (2644 Points)

06 March 2010

A new compay is incorporated on dated 15.02.2010, Please confirm that whether filing of NIL return is mendatory for 31.03.2010?

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9 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 March 2010

Please mention are you talking about Roc-Annual Return?

If yes, then there is no need to file annual return in the year 2010.

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Muralidharan (Self Employed) (1034 Points)
Replied 06 March 2010

Dear Mr.Jyoti Malik

If your company opts to close the accounts from the date of incorporation (15.02.2010) to 31st March 2010, then filing of Returns (such as Balance Sheet and Annual Return) with ROC shall become mandatory. Pleae go through the details given below. However filing of Income Tax Return for the year ended 31st March 2010 is mandatory for your company. The IT return should be filed on or before 30th September 2010.

Section 166 states that the First AGM can be held within 18 months from the date of incorporation. (Accordingly your First AGM is to be held on or before 14th August 2011). It would not be a violation of the Companies Act, 1956, if you do not hold your first AGM in the year 2010.

Section 210(3) states that in the case of first annual general meeting of the company the profit & loss account shall relate to the period beginning with the incorporation of the company and ending with a day which shall not precede the day of the meeting (AGM) more than nine months. (That is there should not be a gap of more than 9 months between the closing of accounts and holding of first AGM)

If your company opts to close the accounts on 31st March 2010 then your First AGM should be held on or before 31st December 2010. The balance sheet should be filed with ROC on or before 30.01.2011 and Annual Return should be filed on or before 01.03.2011.

Section 210(4) states that a “financial year” may be less or more than a calendar year, but it shall not exceed fifteen months. (Note : In your case your company has the option of closing the accounts on 31st March 2011 (Period of Accounts would be 13 months and 14 days) and hold the First AGM on or before 14th August 2011 (last date for holding the first AGM)

with regards

Muralidharan

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 March 2010

Kindly appreciate:

Let us first decide what is your financial year—your first financial year would be from 15.02.2010 to 31.03.2011 i.e. a period of 1 year and 45 days read with section 210(4).

Applicability of Section-166 read with section-210 suggest in your case

As per Section-166 last date for holding your AGM would be August 14, 2011 i.e. 18 months from the date of incorporation of the company.

As per section-210 Balance Sheet & Profit and Loss A/c shall lay before the members in case of first AGM within 9 months from the end of financial year i.e. last date for holding your AGM as per section-210 would be December 31, 2011.

Conclusion as per the rule of Harmonious construction

As per my opinion your first financial year is ending on March 31, 2011 and as per section 210 you may adopt your annual accounts in the AGM till the date of December 31, 2011 and as per section-166 you may hold your first AGM up to August 14, 2011. But here if you follow section-210 blindly without application of section-166 then there would be violation of section-166 holding of AGM within a period of 18 months from the date of incorporation.

Basis of selection of final date

Out of December 31, 2011 and August 14, 2011 more stringent date as per DCA circular is August 11, 2011.

Final Answer—To conclude in your case last date for holding first AGM would be August 14, 2011 which is in line with the provisions of both the sections.

Best Regards

1 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 March 2010

Balance Sheet & Profit and Loss A/c

As per section-220 Balance Sheet & Profit and Loss A/c is required to be filed with ROC within 30 days of AGM. So last date of filing of form-23AC and 23ACA in your case would be September 12, 2011.

Annual Return

As per section-159 Annual Return is required to be filed with ROC within 60 days of AGM. So last date of filing of form-20B in your case would be October 12, 2011.

Views of other members solicited.

Best Regards

1 Like

Jyoti Malik (ACCOUNTANT) (2644 Points)
Replied 06 March 2010

Thanks

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Naveen Vijay (CA Practice ) (18 Points)
Replied 03 December 2010

Dear Sir,

My Client Company (Pvt. Ltd.) was incorporated on 29.12.2008. It now wants to get its accounts audited for the year ending 31.03.2010. A period of 15 months and 3 days have elapsed since its incorporation. Can it gets its accounts audited for this period without violation of provisions of section 210 of the Companies Act. it can not divide the audit period in two, as the share application money was received by the Company after 31.03.2009 and there was no share capital in the balance sheet till 31.03.2009.

Kindly advise.

Thanks.

Naveen Vijay (CA Practice ) (18 Points)
Replied 03 December 2010

Dear Sir,

In continuation to my earlier query, the share capital was received by the Company in September 2009. If the Company prepares two balance sheets for the period from 29.12.2008 to 30.09.2009 and from 01.10.2009 to 31.03.2010, whether the Company will have to prepare another two balance sheets as per financial year (from 29.12.2008 to 31.03.2009 and from 01.04.2009 to 31.03.2010) for the purpose of filing tax returns under the income tax act?

Kindly clarify the matter.

Thanks.

Muralidharan (Self Employed) (1034 Points)
Replied 07 December 2010

Dear Mr.Vijay

Your client company was incorporated on 29.12.2008. The company has to compulsorily file its IT return with for financial year ended 31.03.2009 as well as for financial year ended 31.03.2010. There is no escape on this.

As regards closing of accounts under Companies Act, in my opinion closing the accounts on 31.03.2010 (for the period 29.12.2008 to 31.03.2010) will be an violation of Section 210(4) of Companies Act, 1956. Section 210(4) states that a “financial year” may be less or more than a calendar year, but it shall not exceed fifteen months. In your case if the accounts are close on 31.03.2010 it would exceed the 15 months period.

My advise would be to have the first year accounts for the period 29.12.2008 to 31.03.2009. The second year will be for the period 01.04.2009 to 31.03.2010.

I could not understand what you say by "THERE WAS NO SHARE CAPITAL IN THE BALANCE SHEET TILL 31.03.2009". Please note that the subscribers to memorandum would be the shareholders of the Company. The amount subscribed to by them will be the share capital on the date of incorporation. The amount may be due from them which could shown under current liabilities if not received before closing of accounts.

with regards

Muralidharan