2013 (10) TMI 357 - HC - Companies Law

Extension of accounting year (financial year) - power of the company - By way of resolution dated 11.08.2011 that the company decided to extend the accounting year 2010-11 by three months so as to end the said year on 30.06.2011. - The contention of the petitioner is that the decision to extend the accounting year for a period upto three months can be taken by the company before the end of the financial year or at best before the period by which the financial year is to be extended, expires and not thereafter. - Held that - Section 210 does not require the company to take decision to extend the financial year, either by the end of the financial year or within the time period by which the financial year is to be extended. The decision to extend the financial year, therefore, can be taken at any time though the period cannot be extended by more than three months without special approval of the Registrar of Companies. It would be unrealistic to take a view that in every case, the company must take decision to extend the financial year, before the financial year or the period by which the financial year is sought to be extended, expires. Neither there is such requirement laid down in Section 210 of the Act nor there is any necessity to read such a requirement in the provisions of the Act. - Decided against the petitioner and in favor of company.

Summary

Issues:
1. Interpretation of Section 210 of the Companies Act, 1956 regarding the extension of the financial year for holding Annual General Meeting.

Analysis:
The judgment revolves around the interpretation of Section 210 of the Companies Act, 1956 concerning the extension of the financial year for the purpose of holding an Annual General Meeting (AGM). The key contention in the case was whether the decision to extend the accounting year could be taken after the expiry of the period by which the financial year was to be extended. The petitioner argued that such a decision should have been made before the end of the financial year or at most before the period by which the financial year was to be extended had expired. In contrast, the respondent contended that there was no legal requirement specifying the timing of such a decision.

The court analyzed the provisions of Section 210 of the Companies Act and concluded that there was no explicit requirement for the company to decide on extending the financial year either by the end of the financial year or within the time frame by which the financial year was to be extended. The judgment highlighted a practical scenario where unforeseen circumstances might necessitate the extension of the accounting year towards the end of the financial year. It emphasized that expecting every company to decide on extending the financial year before the financial year or the extension period expires would be unrealistic. The court also noted that any extension beyond three months would require special approval from the Registrar of Companies, ensuring that such extensions are justified.

Ultimately, the court dismissed the writ petition, finding no merit in the petitioner's argument. The decision taken by the company on 11th August 2011 to extend the financial year by three months was deemed legal and valid. The judgment emphasized the practicality and flexibility provided by the Companies Act in terms of extending financial years, ensuring that companies can adapt to unforeseen circumstances without unnecessary constraints.