Checklist for Change in Financial Year under Companies Act, 2013

Articles compiles Checklist for Change in Financial Year under Section 2(41) of Companies Act, 2013 keeping in view the NCLT Rules, 2016.

As we all know that on June 01, 2016, Ministry of Corporate Affairs (MCA) had notified the constitution of National Company Law Tribunal and National Company Law Appellate Tribunal and also notified the NCLT Rules, 2016 w.e.f. July 21, 2016.

Keeping in view these rules by aforesaid authority, a Company* may change its Financial Year.

* i) a company or body corporate, which is a holding company, or   ii) subsidiary of a company incorporated outside India, and is required to follow a different financial year for consideration of its accounts outside India, and allow any period as its financial year, whether or not that period is a year.

What is Financial Year

“financial year”, in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up.

Procedural Aspects:-

1. Issue Notice of Board Meeting

Issue the Notice of Board Meeting as per Section 173 (3) of the Companies Act, 2013 & Secretarial Standard (SS-1) issue by ICSI atleast seven days before the Board Meeting with the following agenda:

– To consider In- Principal approval for change of financial year of the Company

– To authorise Company Secretary in practice/ practising Chartered Accountant/ Practising Cost Accountant to enter appearance (Rule 45(2) of NCLT Rules, 2016)

2. Hold the Board Meeting

Hold the Board Meeting and pass all the resolutions mentioned in Agenda.

3. An application shall be filled in Form No. NCLT-1 together with the particulars contained inAnnexure-B

The application to be filed in form NCLT-1. The application shall contain the following particulars as given in Annexure- B, namely:-

(i) Copy of Memorandum and Articles of Association.

(ii) Copy of balance sheet of the Companies.

(iii) Affidavit verifying the petition.

(iv) Bank draft evidencing payment of application fee.

(v) Memorandum of appearance with copy of the Board’s Resolution or the executed vakalatnama, as the case may be.

4. Order of Tribunal

After obtaining order from Tribunal, a certified copy of the same shall be filed with the Registrar of Companies (ROC) within thirty days (of the receipt of order) in e-form INC-28.

In case of Listed Entity:

Intimate the concerned Stock Exchange(s) as soon as possible.

Note:- Please note that a Company or body Corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of the clause.

PETITION FORMAT

FORM NO. NCLT. 1

General Heading for Proceedings

Before the National Company Law Tribunal,

Bench, at ________

In the mater of the Companies Act, 2013

And

In the matter of …… Ltd: (Name of the Company)

Columns required for filing of Original Application/ Reply / Rejoinder / Interlocutory Application or filing of additional documents under directions of the Bench

i. Details of Original Application / Reply / Rejoinder/ Interlocutory Application

Particulars of the Petitioner / Applicant / Respondent and state whether company, whether petitioner or not.

(Name, description, father’s / husband’s name, occupation, capacity, i.e. quashareholder, qua depositor and address)

ii. Jurisdiction of the Bench:

The petitioner declares that the subject-matter of the petition is within the jurisdiction of the Bench

iii. Limitation: (If applicable)

The petitioner / applicant further declares that the petition is within the limitation laid down in section ……. of the Companies Act, 2013 (where applicable)

iv. Facts of the case are given below:

(Concise statement of facts in a chronological order, each paragraph containing as nearly as possible a separate issue, fact or otherwise.)

v. Relief(s) sought.

In view of the facts mentioned above, the petitioner/applicant / respondent prays for the following relief(s):

(Specify below the relief(s) sought explaining the ground for relief(s) and the legal provisions (if any) relied upon)

vi. Particulars of Bank draft evidencing payment of fee for the petition or application made:

Branch of the Bank on which drawn:

Name of the issuing branch:

Demand Draft No………

Date…………..

Amount Rs………..

(Signature/Signature of Authorised signatory)

Date:

Place:

FORM NO. NCLT. 12

(see rule 45)

Memorandum of appearance

 

To

The Registrar,

National Company Law Tribunal . . . . . . . . . . Bench,

In the matter of . . . . . . . . . . Petitioner.

V.

. . . . . . . . . . Respondent

(C.P. NO . . . . . . . . . . of 20 . . . . . . . . . . )

Sir,

Please take notice that I, AB, Company Secretary in practice/ practising Chartered Accountant/ practising Cost Accountant, duly authorised to enter appearance, and do hereby enter appearance, on behalf of . . . . . . . . . . petitioner/ opposite party/ Registrar/ Regional Director/ Government of . . . . . . . . . . in the above-mentioned petition.

*A copy of the resolution passed by the Board of Directors authorising me to enter appearance and to act for every purpose connected with the proceedings for the said party is enclosed, duly signed by me for identification.

Yours sincerely,

Dated . . . . . . . . . . day of . . . . . . . . . . Address:

Enclosure: as aforesaid

Disclaimer:

The entire contents of this article is solely for information purpose and have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation.. It doesn’t constitute professional advice or a formal recommendation. The author has undertook utmost care to disseminate the true and correct view and doesn’t accept liability for any errors or omissions. You are kindly requested to verify & confirm the updates from the genuine sources before acting on any of the information’s provided herein above.