Relief to ACC Ltd: MCA reckons treatment of Calendar Year as Financial Year, imposes no penalty for Delay in Filing Annual Returns

MCA reckons the treatment of Calendar Year as FInancial Year by ACC Ltd, refraining from imposing penalty for delayed corporate compliance filings
acc ltd - penalty - Annual Returns - Filing - TAXSCAN

The Ministry of Corporate Affairs, in a major relief to ACC Limited, refrained from imposition of penalty as it was observed that,

It was taken cognizance from the MCA21 portal that the Company ACC Limited failed to file its Annual Returns for the financial year 2018-19.

Accordingly, MCA Adjudication Officer and RoC issued a Show Cause Notice dated 28.02.2020 to the Company and its Officers in default. A Reply dated 06.03.2020 was received from the Company.

Notably, every company shall prepare an Annual Return in the MGT-7 form containing the particulars as they stood on the close of the financial year. Such return is required to be prepared for all financial years ending after 01.04.2014. It was clarified through general circular no. 22/2014 dated 25.06.2014 that the annual return will be prepared as per the applicable provisions of the Companies Act, 1956 for all companies whose financial years ended on or before 01.04.2014.

Content of annual return

Annual Return shall contain, as provided in sub-section (1) of section 92, the following particulars about the company as they stood on the close of the financial year

(a) Its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;

(b) Its shares, debentures and other securities and shareholding pattern;

(c) Its indebtedness;

(d) Its members and debenture-holders along with changes therein since the close of the previous financial year;

(e) Its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;

(f) Meetings of members or a class thereof, Board and its various committees along with attendance details;

(g) Remuneration of directors and key managerial personnel;

(h) Penalty or punishment imposed on the company, its directors or officers and details of compounding of offenses and appeals made against such penalty or punishment;

(i) Matters relating to certification of compliances, disclosures as may be prescribed;

(j) Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and

(k) Such other matters as may be prescribed.

The Company made the following submission: –

ACC Limited was incorporated on 01.08.1936. It is a step down subsidiary of LafargeHolcim Limited (ultimate Holding Company), a multinational company which is based out of Switzerland. As the ultimate Holding Company follows the calendar year as its Accounting year, to enable the ultimate holding company to present consolidated financial results to its shareholders, ACC Limited had made an application to the Company Law Board under section 2(41) of the Companies Act, 2013 for allowing it to follow the calendar year as its financial year so that the same may coincide with that of the ultimate holding company. Pursuant to the above, the company Law board vide order dated 09.12.2015 in Application No. 113/2(41)/MB/2015 granted its approval to the Company’s application for following the calendar year as its financial year.

The above order was intimated to the Registrar of Companies, Mumbai in form INC-28 dated 28.12.2015 vide SN C73946436.

In consequence of the above, Company’s financial year ended on 31.12.2018 for which the Annual General Meeting was held on 22.03.2019 in terms of Section 96 of the Act.

The Company has filed its audited Financial Statements for the Financial Year ended 31.12.2018 in form AOC4 on 09.04.2019 vide SRN 1449877855, in accordance with section 137(1) read with the Companies (Accounts) Rules, 2014 as amended from time to time.

As regards with regard to non-submission of the Annual Return, the Company has filed the annual return in accordance with Section 92 of the Act for the year ended 31.12.2018 in form MGT-7 dated 02.05.2019 vide SRN 1458031279 within stipulated time as specified u/s 92(4) read with Section 403 of the act & further read with the Companies (Accounts) Rules, 2014 as amended from time to time.

The Company also requested the RoC to take on record the above-stated submissions.

The RoC, MCA noted that, the Company Law Board, New Delhi vide its order dated 09.12.2015 in Application No. 113/2(41)/MB/2015 permitted the Company to follow calendar year as financial year i.e. From January to December.

It was further observed from the MCA21 database that the company filed its Annual Return in form MGT-7 vide SRN H58031279 within 60 days of conduct of its Annual General Meeting held on 22.03.2019.

Thus, the reply of the Company is satisfactory and tenable in law, the RoC and Adjudicating Officer observed.

Having considered the facts and circumstances of the case besides written submissions made by the representative of the stakeholders at the time of hearing and after taking into account the factors mentioned in the relevant Rules, the MCA Adjudication Officer and Registrar of Companies expressed the opinion that no penalty shall be imposed for the non-compliance of section 92 of the Act as there is no default.

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