Need for filing of income tax return - newly formed company

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Querist : Anonymous

Querist : Anonymous (Querist)

26 August 2013 Dear Sir,

Please tell whether it is necessary to file income tax return of a pvt. ltd. company incoroporated on 24th of february 2012. i.e. return of fy 11-12 need to be filed. or company can close its accounts on 31st march 2013 & prepare accounts for period 24/02 /2012 to 31/03/2013.

regards.

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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26 August 2013 Income Tax Return for FY 2011-12 i.e., AY 2012-13 needs to be filed.

CS,CA F,Numrologi TusharSampat

CS,CA F,Numrologi TusharSampat (Expert)
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26 August 2013 Yes for every company whether for whole year or for part of the year has done business needs to file ITR within time limit mentioned u/s 139.

Querist : Anonymous

Querist : Anonymous (Querist)

26 August 2013 ok, right. now i need ur learned guidance on two points:
(1) no appointment of auditor has been done till now. What procedure shall be followed for appointment of auditor by the company for FY 2011-12 & 2012-13. (as per companies act BOD should have appointed an auditor within 30 days. if BOD fails to appoint auditor , appointment can be made by convening a general meetging). Can a general meeting be called now to appointment of auditor for FY 2011-12 & 12-13.

(2) No AGM was conducted during the year 2012-13. do company need to file ROC annual returns for 24/2/2012 to 31/3/2012 or can file consolidated return for period 24/2/2012 to 31/3/2013 ? isnt it necessary to file ROC returns if company close its accounts for FY 2011-12 & file it ??

thanx a lot.

regards.

Querist : Anonymous

Querist : Anonymous (Querist)

27 August 2013 pls enlighten on above mentioned query.

regards.

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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03 August 2024 ### Guidance on Appointment of Auditor and Filing of ROC Returns

#### 1. **Appointment of Auditor for FY 2011-12 and 2012-13**

**Background**: Under the Companies Act, 1956, the Board of Directors (BOD) of a company is required to appoint an auditor within 30 days from the date of the company’s incorporation. If the BOD fails to do so, the appointment can be made by the members in a general meeting.

**Procedure for Appointment:**

1. **Appointment in General Meeting**:
- If no auditor has been appointed for FY 2011-12 and 2012-13, and the BOD failed to appoint one within the stipulated time, a general meeting must be convened to appoint an auditor.
- Since FY 2011-12 and 2012-13 are past periods, you will need to:
- Call an Extraordinary General Meeting (EGM) to appoint the auditor for the financial years in question.
- Ensure that the notice for the EGM mentions the appointment of the auditor for FY 2011-12 and FY 2012-13.

2. **Compliance with Companies Act**:
- As per the Companies Act, 1956, even though the time for appointing an auditor has lapsed, it is still necessary to comply with the Act. The EGM should be held to rectify the lapse.

3. **Documentation and Filing**:
- After the appointment of the auditor in the EGM, file the necessary documents with the Registrar of Companies (ROC), including:
- Form 23B (for the appointment of auditor) or Form ADT-1 (under Companies Act, 2013).
- A resolution passed in the EGM.

**Note**: If the company has transitioned to the Companies Act, 2013, similar procedures and forms under the new Act (such as Form ADT-1) will apply.

#### 2. **Filing of ROC Annual Returns for FY 2011-12 and 2012-13**

**Background**: Annual returns must be filed with the ROC, and it is essential to comply with the provisions for each financial year.

**Filing Procedure**:

1. **Filing Annual Returns**:
- **For FY 2011-12**: Since no AGM was conducted during FY 2012-13, the annual return for FY 2011-12 should have been filed within the due dates prescribed under the Companies Act, 1956.
- **For FY 2012-13**: Similarly, a separate annual return should be filed for FY 2012-13.

2. **Consolidated vs. Separate Returns**:
- **Separate Returns**: It is necessary to file separate annual returns for each financial year. Consolidating returns for multiple years is not permitted. Each financial year should have its own return to comply with legal requirements.

3. **Procedure**:
- **For FY 2011-12**: File the annual return with the ROC for the period from 24/02/2012 to 31/03/2012, ensuring it includes details up to the date of the last AGM or due date.
- **For FY 2012-13**: File the annual return for the period from 01/04/2012 to 31/03/2013 separately.
- Both returns should be filed in the prescribed forms (e.g., Form 20B under the Companies Act, 1956 or Form MGT-7 under Companies Act, 2013).

4. **Late Fees and Penalties**:
- If returns are filed late, be prepared to pay additional fees or penalties as per the regulations.

**Steps to Follow**:
1. Convene the EGM to appoint auditors and address any other necessary resolutions.
2. File the auditor appointment documents with ROC.
3. Prepare and file the annual returns for each financial year separately.
4. Ensure compliance with any additional requirements for late filings.

### Summary

1. **Appointment of Auditor**: Convene a general meeting to appoint the auditor for FY 2011-12 and 2012-13, if not already appointed. File the relevant forms with ROC after the appointment.

2. **Filing of ROC Returns**: File separate annual returns for FY 2011-12 and FY 2012-13. Consolidated returns are not permitted. Ensure timely compliance with the regulations to avoid penalties.

If you need further assistance, consulting with a professional accountant or legal advisor might be beneficial to navigate specific regulatory requirements and ensure compliance.

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