Change of Financial Year of a Company

Governing section of the Companies Act, 2013 First proviso to section 2(41) read with Rule 40 of the Companies (Incorporation) Rules, 2014.

Section 2(41)

"Financial year", in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:

Provided that where a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Central Government may, on an application made by that company or body corporate in such form and manner as may be prescribed, allow any period as its financial year, whether or not that period is a year:

Provided further that any application pending before the Tribunal as on the date of commencement of the Companies (Amendment) Ordinance, 27 [2019], shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement

Provided also 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;

Rule 40 of the Companies (Incorporation) Rules, 2014.

An application under sub-section (41) of section 2 for change in the financial year

(1) The application for approval of concerned Regional Director under sub-section (41) of section 2, shall be filed in e-Form No.RD-1 along with the fee as provided in the companies (Registration offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely:-

(a) grounds and reasons for the application;

(b) a copy of the minutes of the board meeting at which the resolution authorising such change was passed, giving details of the number of votes cast in favour and or against the resolution;

(c) Power of Attorney or Memorandum of Appearance, as the case may be;

(d) details of any previous application made within last five years for change in financial year and outcome thereof along with copy of order

(2) Where the Regional Director on examining the application, referred to in sub-rule (11, finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, or to rectify defects or incompleteness and to re-submit such application within a period of fifteen days, in e-Form No. RD-GNL-S.

Provided that a maximum of two re-submissions shall be allowed.

(3) (a) In case where such further information called for has not been provided or the defects or incompleteness has not been rectified to the satisfaction of the Regional Director within the period allowed under sub-rule (2), the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made as the case may be.

(b) In case where the application is found to be in order, Regional Director shall allow and convey the order within thirty days from the date of application or within thirty days from the date of last re-submission, as the case may be.

(c) where no order for approval or re-submission or rejection has been explicitly made by the Regional Director within the stipulated time of thirty days, it shall be deemed that the application stands approved and an approval order shall be automatically issued to the applicant.

(4) The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No.lNC-28 within thirty days from the date of receipt of the order along with fee as provided in the Companies (Registration Offices and Fees) Rules,2014.]

Amendments

1.Inserted by the Companies (Incorporation) Fourth Amendment Rules, 2018.

Notes

* Clarification on filing of e-form RD- l Conversion of public company into private company and change in a Flnancial Year dated 11th March 2019

Applicable Forms

1. RD-1

2. RD GNL-5

3. INC-28

Approval(s)

Board Meeting and Central Government (Power delegated to RD)

Document Required

Application for change in financial year with RD-Form RD-1

1. Grounds and reason for the application.

2. Copy of the minutes of the Board meeting at which the resolution authorizing such changes was passed, giving details of the number of votes cast in favour and or against the resolution.

3. Power of Attorney or Memorandum of Appearance, as the case may be.

4. Details of any previous application made within the last 5 years for a change in the financial year and outcome thereof along with a copy of the order

For filing of order with ROC-Form INR-28

• Copy of order of RD