What is the last business transaction date for Voluntary Strike off?

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If you're considering a voluntary strike off for a company that has never conducted business, you might be concerned about penalties. While your CA suggests no penalty applies if there have been no business transactions and all GST filings were NIL, there's conflicting advice. The key lies in understanding when the company officially ceased business operations according to the Companies Act, especially if annual returns are overdue. It's generally understood that if no business has ever occurred, the cessation date is from inception, potentially waiving penalties.

b a

b a (Querist)

09 January 2025 I incoporated a company in 2019 for which the returns were filed till 2021. After that the company has done no compliance, no ITR. The company has generated no revenue since inception (there was no sale purchase), All years i have filed NIL GST. I have closed the bank account and GST No. I wish to go for a voluntary strike off. My CA says i will bear no penalty since the company never had any business transaction during any of the years i will not get penalty for 22-2024. However, many people are of the view that irrespective of the no business transaction. A penalty would be levied. Which will come to around 2.5 lacs. I am in a great stress.
What does company act say about this? A company which has done no business (Always NIL GST), Only paid to the CA via transferring some money from my account. If it doesn't files annual return will it get a waiver?

CA R SEETHARAMAN

CA R SEETHARAMAN (Expert)

09 January 2025 Your CA is right, no penalty since the company never had any business transaction during any of the years.

b a

b a (Querist)

09 January 2025 Dear Sir,
Thank you for the response.
However, Mr. Rama chary Rachakonda, gave me the following answer to the query.

https://www.caclubindia.com/forum/need-help-regarding-a-non-functioning-private-limited-company-with-no-business-transaction-since-inc-611484.asp

I respect both of you for helping me.

But i am getting many contradictory responses.
Some Company secretaries are of the opinion about last "business transaction" is different from others.
The ruling states:
New Provision added recently vi. The company shall not file an application unless it has filed overdue financial statements under section 137 and overdue annual returns under section 92, (up to the end of the financial year in which the company ceased to carry its business operations).

So if a company has performed no transaction from its account since inception (No Sale and Purchase) but has filed form 20A. Then what will be taken as its last business operation date. Or will it be the Strike off date itself and the company has to file all penalties.

CA R SEETHARAMAN

CA R SEETHARAMAN (Expert)

09 January 2025 It's the inception date that the company ceased to carry it's business, in view of no business operations carried out. No need to pay any penalty.

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