It is mandatory for companies, public or private, registered in India to file their Annual Returns with the Registrar of Companies. Private Limited Company annual return filing must also be supplemented by all the relevant financial documents including financial statements, certifications of compliance, registered office address, shares & debenture and other securities details, register of promoters and directors, debt structure, and key management profile. In addition to this, Private Limited Company annual return filing must also declare the major shareholders, any changes in Directorship, and details of the transfer of securities if any, along with following:
- Details regarding key meetings amongst the members of the Board, and its various committees
- Compensation of Directors and key managerial personnel
- Details regarding penalty or punishment imposed on the company, its directors or officers
- Details of compounding of offences and Appeals made against such penalty or punishment
- Details of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them in the company
Below is a quick overview of the important e-forms that need to be submitted as part of the Private Limited Company annual return filing:
- AOC-4: Needed for presenting the balance sheet of the company, consolidated financial statement, and profit and loss details. This is a form specifically designed for filing Financial Statement with the ROC, and must be filed within 30 days of Holding of Annual General Meeting (AGM).
- MGT-7: To give information about the directors and shareholders during the reporting Financial Year. This must be filed within 60 days of the AGM.
- MGT-14: For the purpose of adoption of Balance Sheet and Director Report, and must be filed within 30 days of Holding of Board Meeting.
In addition to this for private limited company annual filing, you may also have to present a Director Report along with following annexure:
- AOC-2: Form for disclosure of particulars of contracts/arrangements entered into by the company.
- MGT-9: Extract of annual return with details such as CIN, Registration date, name and category of the company, registered address and contact details.
- Secretarial Audit Report on company annual compliance of various legislations including the Companies Act and other corporate and economic laws applicable to the company.
The consolidated financial statement must be approved by the Board of Directors before it can be filed to the Registrar of Companies. Once the board has approved the financial statement, it should be signed by 3 people - two Directors and one of the below-mentioned personnel (in decreasing order of preference):
- CEO, if any
- CFO, if appointed.
- Company Secretary of the Company, if appointed
After the board has provided its sign-off, the financial statement needs to be submitted to an auditor, who will then prepare a detailed report on the financial statement, which will be presented to the shareholders during the AGM. Since this audit report is referred to and relied upon by many inside and outside the organization, it must be prepared with utmost care and due diligence.
As per the Indian company law, every company registered in India needs to file the annual return within 60 days from the last held Annual General Meeting (AGM). If there was no AGM in a given year, the company needs to file the returns with 60 days from when the AGM should have happened, and must also explain why there was no AGM – in such cases there may be penalties or extra fees levied, which the company will have to pay within the time as specified, under section 403. If a company fails to file its annual return within the stipulated time, there may be additional fine between INR 50,000 and INR 500,000. Additionally, there may also be personal punishments, including financial penalty up to INR 500,000 and/or jail term up to 6 months, for officers who are responsible for the default. Similar fines can also be imposed if the company fails to maintain a register of members, debenture holders, and other security holders.
Looking at all the company annual compliance requirements and considering the substantial penalties for non-compliance, a newly floated startup might get overwhelmed with all that needs to be done. Luckily, we have you covered! Our experts have extensive experience in helping with both registering a company and private limited company annual filing. We will be more than happy to work every step of the way with you to ensure you are fully compliant with all the relevant laws of the land.
To know more about private limited company annual filing or registering a company, call us today at 9821869055. Revmystartup.com is India's top business services run by ISB MBAs and CAs with a total experience of 40 + Years.
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