Annual accounts and annual return

This query is : Resolved

Muralidharan (Querist)
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26 September 2015 4th September 2015

ABC Limited is a closely held public limited company with a paid-up capital of Rs.13.50 crores. There are no operations for the past a decade and no income is generated. The company is incurring only normal expenses. The comapny has suffered losses and the capital of the company is fully eroded. The Company has been promptly filing the required forms every year with ROC. The Company has filed its annual accounts and annual return with ROC upto 31st March 2014.

The Companies Act, 2013, which came into force from 01.04.2014 requires the company to mandatorily appoint Independent Directors, Managing Director, Company Secretary, Chief Financial Officer….etc. Various other rules / conditions has to be followed by the company in compliance with Cos. Act 2013.

In view of the difficulties in following the new Cos. Act and due to non-availability of funds, the board of directors thought it fit to close the company. Accordingly the company filed an application under Section 560 of the Companies Act, 1956, with Registrar of Companies, for striking the name of the Company from the REGISTER OF COMPANIES. The said application was submitted on 20th August 2015 and the same has been accepted and a notice has been issued by ROC for striking off the name.

Due to submission and acceptance of above said application the Company will not be preparing its annual audited accounts for year ended 31st March 2015. Both the audited accounts and annual return for year ended 31st March 2015 will not be filed with ROC.

My query in this connection is

The application under Section 560 was filed with ROC only on 20th August 2015, almost five months after closure of financial year. In view of the above, is by any chance will ROC question the timing of this application. Further will ROC ask why the company has not prepared and filed the annual accounts and annual return for year ended 31st March 2015.

Looking forward for the reply of the forum members

With regards

Muralidharan