Extension of financial year due to change of fy

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savita matta (Querist)

15 December 2016 Hi,

Our company had filed GNL 1 and petition is approved by NCLT for change of financial year. Now the financial year of co is 1st Oct to 30th Sept. I would to know what is required to be done in terms of secretarial compliance as for this year financial year will be of 18 months i.e. from 1st Apr 16 to 30th Sept 17. Please guide me through compliance part for extension of FY as per new companies act..

savita matta

savita matta (Querist)

29 March 2017 Can someone please update on the above query.

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

24 July 2024 When your company's financial year has been changed by NCLT approval, there are several compliance requirements to ensure adherence to the new financial year duration. Here’s a step-by-step guide on the secretarial compliance aspects:

### 1. **Amendment in Memorandum and Articles of Association:**
- **Resolution:** Ensure that a resolution has been passed by the Board of Directors approving the change in financial year.
- **Shareholder Approval:** Obtain approval from shareholders in a general meeting for altering the financial year in the Memorandum of Association.

### 2. **Petition to NCLT:**
- Ensure that the petition for alteration of the financial year has been filed with the National Company Law Tribunal (NCLT) and that NCLT has granted approval for the change.

### 3. **Filing with ROC:**
- **Form GNL-1:** File Form GNL-1 with the Registrar of Companies (ROC) within 30 days of the NCLT order approving the alteration of the financial year. This form should include:
- Certified copy of the NCLT order.
- Altered Memorandum and Articles of Association reflecting the new financial year.

### 4. **Annual Compliance for Extended Financial Year:**
- **Financial Statements:** Prepare financial statements for the extended financial year (in your case, from 1st April 2016 to 30th September 2017).
- **Board Meetings:** Conduct board meetings as per the Companies Act requirements during the extended financial year.
- **Annual General Meeting (AGM):** Hold AGM within 6 months from the end of the extended financial year (i.e., by 31st March 2018 in your case).
- **Financial Audit:** Get the financial statements audited for the extended period by a statutory auditor.

### 5. **Compliance with Companies Act:**
- Ensure that all provisions of the Companies Act 2013 are complied with regarding financial disclosures, board meetings, AGM, etc., for the extended financial year.

### 6. **ROC Filings:**
- File the audited financial statements and Annual Return (Form MGT-7) with ROC within the extended timeline.

### 7. **Other Compliance:**
- Ensure compliance with Income Tax Act provisions regarding filing of tax returns for the extended financial year.

### Notes:
- **Records Maintenance:** Maintain proper records of all proceedings related to the change in financial year, including minutes of meetings and resolutions passed.
- **Legal Advice:** Consider consulting a company secretary or legal advisor to ensure all compliance steps are correctly followed.

By adhering to these steps and ensuring all necessary forms and documents are filed with the ROC within the specified timelines, your company can comply effectively with the new financial year duration as approved by NCLT.

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