We formed a company in 2008 but there was never any kind of business done.
From the initial share capital, we paid a portion of dues to a CA company for incorporating our company.
Rest of the money is as is and once in a year I deposited small amount (100 rs) to keep a/c active. In the meantime we appointed a CA to close the company, which we assumed was done but just realized that he didn't actually file for closure of the company due to some misunderstandings.
We didn't file any returns nor held any meetings as there was never any business done. We kept receiving the yearly emails from ROC to file returns but we ignored assuming the closure for company was aloready filed and it will turn defunct and will be closed soon.
Now we realized that the company was never applied for closure, when we received the following email:
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Subject: NOTICE FOR DEFAULT UNDER SECTION 137/92/96 OF THE COMPANIES ACT, 2013
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES,
MUMBAI, MAHARASHTRA
100, EVEREST BUILDING, MARINE DRIVE, MUMBAI
Ref. No.: ROC/PVT/DEF
Date :2/3/2017
NOTICE FOR DEFAULT UNDER SECTION 137/92/96 OF THE COMPANIES ACT, 2013
(XYZ) INDIA LIMITED UXXXXXMH2009FLCXXXXXX
1. Whereas the above named company ought to have held its Annual General Meeting in respect of the Financial Year ending 31.03.2015 in terms of section 96 of the Companies Act, 2013 herein after referred as to as the Act.
2. Whereas an Annual Return made up to 31.03.2015 in accordance with the section 92 of the Act should have been filed on or before 30.11.2015.
3. Whereas the Directors/officers of the above named company ought to have laid the Balance Sheet and Profit and Loss Account for the Financial Year ended 31.03.2015 in the Annual General Meeting held on or before 30.09.2015 in accordance with section 129 of the Act.
4. Whereas the said Annual Return & Balance Sheet and relevant Profit & Loss Account for the financial year ended 31.03.2015 should have been filed within 60 days and 30 days after the said documents were so laid in Annual General Meetings in accordance with the provisions of sections 92 and 137 of the Companies Act, 2013.
5. Whereas the Directors/Officers of the above named company ought to have held its Annual General Meeting and shall specify the meeting as such in the notices calling it and not more than 15 months shall elapse between the date of one Annual General Meeting in accordance with section 96 of the Companies Act, 2013.
6. And whereas the default is made for not holding Annual General Meeting in accordance with section 96 and under section 99, the Company and every Officer who is in default, shall be punishable in the norms laid down in section 99 of the Act.
7. Whereas the said Annual Returns & Balance Sheets have not been filed so far and the undersigned has reasonable cause to believe that the aforesaid provisions of the Act have not been complied with.
8. Now, therefore the addresses (being the company or its Directors/Officers as the case may be) is hereby called upon to show cause as to why action should not been taken for prosecution under section 92, 99, 137 for contravention of section 92, 96 and 137 of the Act respectively.
Please take notice that if no reply is received & or cause shown within 10 days from the date of issue of this notice, necessary prosecution against the addressee shall be launched in the Hon’ble Court of Learned ACMM.
9. This notice will also be treated as Show Cause Notice for defaults in filing of Balance Sheets and/or Annual Returns for any previous year, if any.
10. A copy of this notice maybe served on all the Directors, Company Secretaries and Officers in default of the company for each year of default as per provisions of section 20 of the Companies Act, 2013. Company is requested to bring the notice in knowledge of its officers who were in default immediately upon its receipt
11. This notice is being served electronically on the Company pursuant to section 20 (1) of the Companies Act, 2013.
12. Your attention is invited to the provisions of Section 441 of the Companies Act, 2013 for compounding of the said offence.
13. If all annual filling is done by the company and data is not reflecting on the MCA site, please contact in ROC Office and inform us the same.
Registrar of Companies,
Mumbai, Maharashtra
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My question is, what is the resolution to this problem? What is the next step for this? What are the penalties if any that we are facing??
Please help, very urgent.
CAclubindia
