FINANCIAL YEAR OF A COMPANY

[Mr. M. GOVINDARAJAN]

Financial year is a year reckoned for taxing or accounting purposes.

The term ‘Financial Year’ was defined in Section 2(17) of the erstwhile Companies Act, 1956.  According to this section ‘Financial Year’ in relation to any  body corporate means, the period in respect of which any profit and loss account of the body corporate laid before it in Annual General Meeting is made up, whether that period is a year or not.   The period to which the balance sheet and profit and loss account to be laid before a company in Annual General Meeting relate is called as a ‘financial year’.    Section 210(4) of the Companies Act, 1956 provides that a financial year may be less or more than a calendar year, but it shall not exceed 15 months.  The financial year may extend to 18 months for which special permission was required to be obtained from the Registrar of Companies in Form No. 16.

The new Companies Act, 2013 (‘Act’ for short) deviated from the old Act.  Section 2(41) of the Act defines the term ‘financial year’.  According to this section ‘financial year’ in relation to any company or body corporate, means the period ending on the 31^st day of March every year.   If the company is incorporated on or after the 1^st day of January of a year, the period ending on the 31^st day of March of the following year, in respect of whereof financial statement of the company or body corporate is made up, is the financial year.

The second proviso to this section provides that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement align its financial year as per the provisions of this clause.

The first proviso to this section provides that on application made by a company or body corporate which is holding company or a subsidiary of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the National Company Law Tribunal may, if it is satisfied, allow any period as its financial year, whether or not that period is a year.  The Registrar of Companies is having no power in this regard.

The intention of framing Section 2(47) is to have a uniform financial year for the corporate sector.    The uniform financial year is to be achieved by the end of 31^st March 2016.   A company can align its financial year by passing a board resolution without any requirement of seeking permission of any authority under law and while doing Annual filing the Board resolution is to be attached.

In re ‘Habasit Iakoka Private Limited’ – TCA No. 41/2016, (order dated 03.02.2017) – 2017 (2) TMI 700 - NATIONAL COMPANY LAW TRIBUNAL CHENNAI the applicant is a company subsidiary to a foreign company named M/s Habasit  Holding Ag., Switzerland .  The entire paid up share capital of the applicant company is held by two body corporate situated in Switzerland.  Hebasit group has subsidiaries in over 70 countries across the globe.  The holding company is following the financial year commencing from 1^st January to 31^st December every year to maintain uniformity for the purposes of consolidation  of its accounts all over the world.  This is being followed in order to maintain symmetry in financial reporting of all affiliates in the Hebasit Group and thereby enabling consolidation, reviewing and controlling the financial results of various entities across the globe by holding companies.  In order to serve the above purpose, the applicant is essentially required to retain the financial year commencing from 1^st January ending 31st December every year, so as to align the financial year with its holding group of companies.  The holding company gave its approval in this regard on 15.12.2015.  The Board of Directors of the applicant company passed resolution on 08.12.2015.  The Bench is satisfied that the prayer of the applicant company is genuine and allowed to retain and follow the financial year starting from 1^st January ending 31^st December every year.

In re ‘M/s Bill Forge Precision Private Limited’ – CA No. 2/2017 (order dated – 07.02.2017) 2017 (2) TMI 699 - NATIONAL COMPANY LAW TRIBUNAL CHENNAI, the applicant company filed the present petition with a prayer to allow the company to follow its financial year  from 1^st January to 31^st December as per the first proviso to Section 2(41) of the Act.  M/s Mahindra CIE Automative Limited is the holding company of the applicant company having its registered office Mumbai which has acquired the shares by means of an agreement from Shri Anil Haridass.  The holding company is following the financial year from 1^st January to 31^st December.  The Board of the applicant company passed a resolution for changing the financial year under Section 2(41) of the Act and to get the permission of National Company Law Tribunal on 11.11.2016.  Being satisfied with the submission of the applicant company, the Tribunal, in exercise of its powers conferred under first proviso to Section 2(41) allows the applicant company to follow its financial year from 1^st January to 31^st December as its financial year to consolidate its accounts outside India.

The application under Section 2(41) is to be filed before the NCLT for changing financial year along with a fee of ₹ 5,000/-.    The following are to be enclosed along with the application-

• Copy of the Memorandum and Articles of Association;
• Copy of balance sheet of companies;
• Affidavit verifying the petition;
• Bank draft evidencing the payment of application fee;
• Memorandum of appearance with copy of the Board resolution or the executed vakalatnama, as the case may be.