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Incorporation of company in month of march

jatin kapoor (CA FINAL) (1586 Points)

02 March 2012

if a company incorporates on 15 of march 2012, what are the compliances to be made for the financial year 2011-12?

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Ankur Garg (Company Secretary and Compliance Officer) (114778 Points)
Replied 02 March 2012

From ROC point of view there is nothing much to be done in FY 2011-12. Also appreciate the following:

First you have to decide what is your financial year—Your first financial year would be from 15.03.2012 to 31.03.2013 i.e. a period of 12 months and 17 days.

As per my understanding you don’t have to file Annual Accounts in the year 2012. Your Annual Filing due in 2013. No need to hold AGM in 2012 at all. However you may do so.

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

As per Section-166 last date for holding your AGM would be September 14, 2013 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 with in 9 months from the end of financial year i.e. last date for holding your AGM as per section-210 would be December 31, 2013.

Conclusion as per the rule of Harmonious construction

As per my opinion your first financial year is ending on March 31, 2013 and as per section-210 you may hold your first AGM up to December 31, 2013. But here if you follow section-210 blindly without application of section-166 then there would be violation of section-166 regarding First AGM in 18 months provision.

Final Answer—In your case last date for holding first AGM would be September 14, 2013 which is in line with the provisions of both the sections.

Regards

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jatin kapoor (CA FINAL) (1586 Points)
Replied 02 March 2012

thanks very much sir.

Ankur Garg (Company Secretary and Compliance Officer) (114778 Points)
Replied 02 March 2012

Out of the links given below, kindly download sample Board Meeting minutes for First Board meeting at link no. 3:

1. Sample Board Meeting Minutes for recording transfer of share

2. Sample Board Meeting Minutes for Approving Annual Accounts

3. Sample Board Meeting Minutes of First Board Meeting

4. Sample Annual General Meeting Minutes

5. Sample EGM Minutes to fill Casual Vacancy of Statutory Auditors

Out of the agenda items (mentioned below) to be passed at the first board meeting, few activities can be noticed which you have to performed:

1).Appointment of Chairman

2). Adoption of Certificate of incorporation

3). Adoption of MOA and AOA

4). Taking note of First Directors

5). Taking note of First Members

6). Taking note of Registered office

7). Fixation of Financial year

8). Appointment of First Auditors

9). Adoption of Common Seal

10). Disclosure of Interest

11). Preliminary expenses

12). Opening Of Banking Account and Procedure for Its Operation

13.) Filing of Statutory Forms

Activities to be performed:

Selection and Appointment of first auditors
Collect declaration/disclosure of interest forms from directors
Opening of Bank account
Fixation of Financial year (already briefed you in first reply)

You can download the format for disclosure of interest by directors from the link given below:

/forum/download-corporate-law-professional-files-70021.asp

Thanks

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jatin kapoor (CA FINAL) (1586 Points)
Replied 02 March 2012

sir can you pls also tell about compliance under incometax act for the same?

CS Aditya Agrawal (PCS) (110 Points)
Replied 02 March 2012

Dear Ankur Ji

could first financial year of the company be for more than 12 months?

kindly provide some text in this regard if you have.

Thanks and Regards

Aditya

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Ankur Garg (Company Secretary and Compliance Officer) (114778 Points)
Replied 02 March 2012

Hi,

There is an express approval in Company law to have a financial year of more than 12 months.

Kindly refer section 210(4).

Regards

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Ramarao Gullipalli (Dy.Manager-Finance & Accounts) (99 Points)
Replied 02 March 2012

Dear Mr. Aditya Agarwal,

" As per Section 210(4) in The Companies Act, 1956 The period to which the account aforesaid relates is referred to in this Act as a" financial year"; and it may be less or more than a calendar year, but it shall not exceed fifteen months: Provided that it may extend to eighteen months where special permission has been granted in that behalf by the Registrar "

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yashsr (CA) (2285 Points)
Replied 05 March 2012

Hi,

What about Income Tax Return for such a Company? Will ITR-6 not be required for financial year 11-12 i.e. AY 12-13? Does Income Tax Act also accept the fact that a financial year can exceed 12 months just like the Companies Act?

Tarun M Guntanur (Pursuing CA Final) (299 Points)
Replied 24 March 2012

As far as Income Tax Act goes, Section 3 of the Act tells that previous year starts from the date of setting up a business. Date of setting up of business and the date of its commencement could be two separate dates. So any assessee has to to file IT returns for any year once its business is set up.