4R’s form the basis for enforcement of any law; Companies Act, 2013, is no exception. Registration, the first R give the registrant a right which is denied to others. Company law too requires registration for giving registrants the benefit of limited liability by giving them a certificate of incorporation along with a unique Company Identification Number (CIN).
The second and the third Rs are Remittances and Registers. Remittances that require the registrant to pay a levy that either give them a further right or is a prerequisite for continuing to enjoy their existing rights. Fee payable on increasing authorized capital by a company is an example of remittance that gives further rights. Likewise Registers maintained by a company is the conclusive evidence on what is recorded. Companies Act, 2013 prescribes a dozen Registers to be maintained by companies. However not all of them are applicable to all companies, with Register of Members and Register of Directors & KMPs being the most used.
Returns, the fourth R for enforcing compliance in Companies Act, 2013 is not only the most numerous, with the count going over fifty, but also the most externally visible as it is filed with the Ministry of Company Affairs, with specific deadlines and stiff penalties for non-compliance.
eTaal, an acronym for electronic Transaction aggregation and analysis layer is a web portal introduced by the Ministry of Communications and IT to measure and disseminate real time statistics on National and State level IT projects. One of the statistics reported is the portal pertains to Returns filed by companies in MCA 21, the portal of Ministry of Company Affairs.
A tabulation of the returns filed for the financial year 2015-16 in MCA 21 is quite revealing on the activity levels of the Indian Corporate Sector.
Top 10 Returns filed in MCA 21 during Financial Year 2015-16
|
Rank |
# in lakhs |
Form description |
|
1 |
6.48 |
Annual Returns filing by companies with share capital |
|
2 |
3.97 |
Appointment of Statutory Auditors |
|
3 |
3.86 |
Appointment of Directors & Secretaries |
|
4 |
2.89 |
Resolutions & Agreements filed with RoC |
|
5 |
2.27 |
DINs approved |
|
6 |
1.11 |
Notice of situation of Regd. Office |
|
7 |
0.68 |
Return on Allotment of Shares |
|
8 |
0.65 |
Registration of Charges created |
|
9 |
0.55 |
Intimation of Related Party Entities |
|
10 |
0.45 |
Registration of Charges Modified |
Seen in isolation while the volume of returns filed looks large, in the context of companies registered and active in India it is otherwise. As of March 2015, i.e. the beginning of the financial year 2015-16, India had 10,22,011 companies registered and active in India of which 10,15,601 were companies limited by shares and the balance consisting of companies limited by guarantee and unlimited companies.
Given the fact that limited liability is a right given by the society through legislation to the business and the society pays the price for corporate failures with its employees, suppliers and lenders bearing the brunt of unpaid claims, it is worth contemplating on what corporate professionals can do to ease the process by which companies can be more compliant.
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