General Circular No: 5/2010

No.17/75/2010-CL.V

Government of India

Ministry of Corporate Affairs

5th floor, `A' Wing, Shastri Bhavan,

Dr. Rajendra Prasad Road, New Delhi-110 001.

Dated: 22nd November, 2010

To

All Regional Directors

All Registrars of Companies

Subject:- Reopening/revision of annual accounts after their adoption in the annual general meeting.

Sir,

Your attention is drawn to the provisions of section 220 of the Companies Act, 1956 which provide for the manner in which annual accounts (viz balance sheet and profit and loss account etc) are laid before annual general meeting for adoption by shareholders and filed with Registrar. This Ministry, vide General Circular Number 1/2003 (F. No. 17/75/2002) dated 13.01.2003 had directed the grounds and manner in which accounts can be re-opened/ revised by companies and thereafter adopted by shareholders. A copy of such circular is attached. It has now come to the notice of the Ministry that few companies have been filing their annual accounts under section 220 more than once resulting into filing/availability of more than one such accounts in the Registry for a particular financial year.

The matter has been examined in the Ministry in detail and it has been concluded that keeping in view the provisions of section 220 of the Act read with Ministry's General Circular 1/2003, a company cannot lay more than one set of annual accounts for a particular financial year unless it has reopened/revised such annual accounts after their adoption in the Annual General Meeting on the grounds specified in Ministry's circular Number 1/2003. Accordingly, it is hereby directed that ROCs should keep a watch on such kinds of repeat filings of annual accounts and such accounts should not be accepted except in accordance with provisions of section 220 read with Ministry's General Circular 1/2003.

Yours faithfully,

(E. Selvaraj)

Director (inspection & Investigation)

(Ph: 2338 4502)

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General Circular No: 1/2003

No.17/75/2002-CL.V

Government of India

Ministry of Finance and Company Affairs

Department of Company Affairs

5^th floor, `A' Wing, Shastri Bhavan,

Dr. Rajendra Prasad Road, New Delhi-110 001.

Dated:    13^th  January, 2003

To

All Regional Directors

All Registrars of Companies

Subject:-  Reopening/revision of annual accounts after their adoption in the annual general meeting.

Sir,

            In partial modification of earlier view on re-opening/revision of annual accounts, this Department had clarified in 1987 that a company could reopen and revise its accounts even after their adoption in the annual general meeting in order to comply with technical requirements of taxation laws and further adopt the revised annual accounts in the subsequent annual general meeting and file with the Registrar of Companies. 

2.            Recently it has come to notice of the department that insurance companies, pursuant to directions for revision of accounts by Insurance Regulatory and Development Authority (IRDA) are required to reopen their accounts.

3.          It is hereby clarified that a company could reopen and revise its accounts even after their adoption in the annual general meeting and filing with the Registrar of Companies in order to comply with technical requirements of any other law to achieve the object of exhibiting true and fair view. The revised annual accounts would be required to be adopted either in the extraordinary general meeting or in the subsequent annual general meeting and filed with the Registrar of Companies.

 

Yours faithfully,

                                                                                                 (E. Selvaraj)

                                                                        Joint Director (T)

                                                                                    (Ph: 2338 3452) 

Reopening of annual accounts permitted to comply with other laws, otherwise repeat filings for same year prohibited. A company may not file or lay more than one set of annual accounts for the same financial year except where earlier-adopted accounts are reopened and revised on the grounds permitted by the Ministry. Registrars of Companies should not accept repeat filings unless they comply with section 220 read with the Ministry's General Circular No.1/2003. Reopened revised accounts may be adopted in an extraordinary general meeting or the subsequent annual general meeting and then filed with the Registrar to achieve a true and fair view.