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Complete article on Annual Filing under Companies ACt, 2013 #pdf
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DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 1 ANNUAL FILING UNDER COMPANIES ACT 2013 Financial Year 2015-16 After Completion of Two Year of Companies Act, 2013 , Law has been settled down. Now it is the high time for the members to st art work on Annual Return (MGT-7) and Director Report. Because there w ere many amendments in Rules, many circulars, notification c ame during the year 2015-16 which will affect the Annual filing of the Company. The companies under the Companies Act 2013 are requ ired to E-file annually the following documents with the Registrar of Companies (ROC) as follow : Type of Document Type of Document Type of Document Type of Document TYPE OF E TYPE OF E TYPE OF E TYPE OF E- -- -FORM FORM FORM FORM Purpose of Filing of Form Purpose of Filing of Form Purpose of Filing of Form Purpose of Filing of Form Balance Balance Balance Balance – –– –Sheet Sheet Sheet Sheet Form AOC-4. Filing of Financial Statement with the ROC 1 11 1Consolidated Financial Consolidated Financial Consolidated Financial Consolidated Financial Statement Statement Statement Statement Form AOC-4 (CFS) Companies which have Subsidiary Company, Associate Company and Joint Ventures. Profit & Loss Account Profit & Loss Account Profit & Loss Account Profit & Loss Account Form AOC-4. Filing of Profit & Loss Account with the ROC Annual Return Annual Return Annual Return Annual Return Form MGT-7. To be filled by Companies having share Capital. To give information relating to directors and shareholder for the period of Financial Year. Annual Return Annual Return Annual Return Annual Return Form MGT-7 To be filled by companies not having share capital. Director Report Director Report Director Report Director Report Director Report along with Following Annexure: - AOC-2 - MGT-9 - Secretarial Audit Report 1 http://www.csdiveshgoyal.info/2016/07/company-accou nt-amendment-rules.html http://www.csdiveshgoyal.info/2016/07/consolidated-financial-statement.html DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 2 Filing of CTC of Filing of CTC of Filing of CTC of Filing of CTC of Resolution Resolution Resolution Resolution Form MGT-14 (for the Companies except Private Limited Company) For the purpose of adoption of Balance Sheet and Director Report. FIVE STEPS FOR E-FILLING PROCESS A) A)A) A) REGISTER YOUR SELF ( STEP REGISTER YOUR SELF ( STEP REGISTER YOUR SELF ( STEP REGISTER YOUR SELF ( STEP – –– – I) : I) : I) : I) : Only registered users are allowed to do E-Fling. Re gistration is a Simple, One time process. B) B)B) B) DOWNLOAD E DOWNLOAD E DOWNLOAD E DOWNLOAD E- -- -FORM ( STEP FORM ( STEP FORM ( STEP FORM ( STEP – –– – II) : II) :II) : II) : Go to the Annual filling corner following the link provided at the home page of the MCA portal & download the applicable E-forms follow ing the Link “Downloads E-form” C) C)C) C) COMPLETE E COMPLETE E COMPLETE E COMPLETE E- -- -FORM ( STEP FORM ( STEP FORM ( STEP FORM ( STEP – –– – III ): III ):III ): III ): Download e-form MGT-7 & AOC- 4 and fill the complet e e-forms and attach respective attachments. Affix DSC of Director and P rofessional and complete the e-form. D) D)D) D) SUBMIT E SUBMIT E SUBMIT E SUBMIT E- -- -FORM ( STEP FORM ( STEP FORM ( STEP FORM ( STEP – –– – IV ) : IV ) :IV ) : IV ) : A connection to the internet will be required to ca rry out- e-filling submission will need to be made at the MCA21 Portal using Spec ialized Functionality that is provided. E) E)E) E) MAKE PAYMENT (STEP MAKE PAYMENT (STEP MAKE PAYMENT (STEP MAKE PAYMENT (STEP – –– – V ): V ):V ): V ): Fees calculation will be done automatically by the system as applicable under the law & the Fee for the services will be displayed to the user. The filling fees will be paid through credit card & internet Banking. The system will generate a receipt that yo u can retain as a part of your records. COMPLETION OF E-FILLING  The E-filling process will be completed once the ne cessary payment is remitted. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 3  You will also be provided a facility at MCA21 port al to check if the e-filling has been completed successfully.  The services request Number is printed on the Chall an or the computer generated receipt & is used to track your services request. PROVISIONS OF COMPANY LAW RELATING TO ANNUAL RETURN AS PER COMPANY ACT 2013: ANNUAL RETURN: The 2013 Act states that requirement of certification by a company secretary in practice of annual return will be extended to: CERTIFICATON OF ANNUAL RETURN (MGT-8): a) All Listed Companies b) Every Company having:  Paid-Up share capital of 10 Crore (Ten Crore) rupee s or more or  Turnover of 50 Crore (fifty crore) rupees or more SIGNING OF ANNUAL RETURN (DSC on MGT-7): a) All Listed Companies b) All Public Companies c) Private Limited company having:  Paid up share Capital Exceeding 50 lac  Turnover exceeding 2 Crore Companies Exempt from signing of annual return from Company Secretary: a) One Person Company b) Small company The information that needs to be included in the an nual return has been increased by Companies Act, 2013. The additional information req uired, includes particulars of holding, subsidiary and associate companies, remuneration of directors and key managerial personnel, penalty or punishment imposed on the company, its d irectors or officers. According to section 92 According to section 92 According to section 92 According to section 92 (1): (1):(1): (1): Every company shall prepare a return (hereinafter r eferred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding:— DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 4  Its registered office, principal business activitie s, particulars of its holding, subsidiary and associate companies;  Its shares, debentures and other securities and sha reholding pattern;  Its indebtedness;  Its members and debenture-holders along with change s therein since the close of the previous financial year;  Its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial Year;  Meetings of members or a class thereof, Board and i ts various committees along with attendance details;  Remuneration of directors and key managerial person nel;  Penalty or punishment imposed on the company, its d irectors or officers and details of compounding of offences and Appeals made against s uch penalty or punishment;  Matters relating to certification of compliances, d isclosures as may be prescribed;  Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, add resses, countries of incorporation, registration and percentage of shareholding held by them; and  Such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no Company \ secretary , by a company secretary in practice: According to sectio According to sectio According to sectio According to section 92 (4): n 92 (4):n 92 (4): n 92 (4): Every company shall file with the Registrar a copy of the annual return, within 60 (sixty) days from the date on which the annual general meet ing is held or where no annual general meeting is held in any year within sixty da ys from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with su ch fees or additional fees as may be prescribed, within the time as specified, under sec tion 403. A AA According to section 92 (5): ccording to section 92 (5):ccording to section 92 (5): ccording to section 92 (5): If a company fails to file its annual return under sub-section ( 4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousa nd rupees but which may extend to five lakhs rupees and every officer of the company who i s in default shall be punishable with imprisonment for a term which may extend to six mon ths or with fine which shall not be less than fifty thousand rupees but which may exten d to five lakh rupees, or with both. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 5 According to section 92 (6): According to section 92 (6): According to section 92 (6): According to section 92 (6): If a company secretary in practice certifies the an nual return otherwise than in conformity with the requirements of this section or the rules made there under, he shall be punishable with fine which shall not be less than fifty thousa nd rupees but which may extend to five lakh rupees. According to section 92 (5): According to section 92 (5): According to section 92 (5): According to section 92 (5): If a company fails to file its annual return under sub-section ( 4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousa nd rupees but which may extend to five lakhs rupees and every officer of the company who i s in default shall be punishable with imprisonment for a term which may extend to six mon ths or with fine which shall not be less than fifty thousand rupees but which may exten d to five lakh rupees, or with both. According to section 92 (6): According to section 92 (6): According to section 92 (6): According to section 92 (6): If a company secretary in practice certifies the an nual return otherwise than in conformity with the requirements of this section or the rules made there under, he shall be punishable with fine which shall not be less than fifty thousa nd rupees but which may extend to five lakh rupees. According to section 88 (5): According to section 88 (5): According to section 88 (5): According to section 88 (5): If a company does not maintain a register of member s or debenture-holders or other security holders or fails to maintain them in accor dance with the provisions of sub-section ( 1) or sub-section (2), the company and every officer of the company who is in default shall be punishable with fine which shall not be less tha n fifty thousand rupees but which may extend to three lakh rupees and where the failure i s a continuing one, with a further fine which may extend to one thousand rupees for every d ay, after the first during which the failure continues. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 6 BOOKS OF ACCOUNT TO BE KEPT: Place of keeping of Books of Accounts: Every Company shall prepare and Keep At Its Registered Office  Books of Account and  other relevant Books and Papers and Financial Statement for every financial year which give a true and fair view of the state of the affairs of the Company including that of its branch office or offi ces, if any Company can keep all or any of the books of account aforesaid at Place Other Then Registered Office (but in INDIA) of the Company by following procedure:  Board of Director of the Company will pass a Board Resolution.  Within 7 days of passing of resolution company will file form AOC-5 with ROC. Meaning of Books of Accounts: Every company must keep proper books of account wit h respect to:  all sums of money received and expended by the comp any and the matters in respect of which the receipt and expenditure take p lace;  all sales and purchases of goods by the company;  the assets and liabilities of the company; and  in the case of a company engaged in production, pro cessing, manufacturing or mining activities, such particulars relating to uti lization of material or labor or other items of cost as may be prescribed by the Cen tral Government, provided the Central Government so directs to any s uch class of companies or any particular company. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 7 Meaning of Book or Paper: Accounts, Deeds, vouchers, writings, documents, MIN UTES and REGISTERES maintained on paper or in electronic form. TIME PERIOD OF PRESERVATION OF BOOKS OF ACCOUNT TO BE KEPT: Books of accounts of every company relating to a pe riod of Not Less Than 8 (Eighty) Years immediately proceeding the financial year, along wi th relevant books and papers. It is highly advisable to pass a Board Resolution t o Destroy records every year, after prescribed period is over, giving list of records t o be destroyed. FINANCIAL YEAR: In case of newly incorporate company:  If Company incorporated ON OR AFTER 1st January of a year, the period ending on the 31 st day of March of FOLLOWING Year.  If Company incorporated ON OR BEFORE 1st January of a year, the period ending on the 31 st day of March of that Year. In case of old incorporate company:  Financial year means the period ending on the 31 st Day of March every year. Transitory provisions in case of existing Companies : A company existing on the commencement of the 2013A ct, shall, with in a period of 2 (TWO) years from such commencement, align its fin ancial year as 1st April, to 31st March. This period has already been expired. Different financial year if holding or Subsidiary i s outside India: If because of holding or subsidiary is outside Indi a Company required to follow a different financial year for consolidation of its accounts ou tside India. The company can make an application with CLB, if CLB satisfied, allow any p eriod as its financial year, whether or not that period is a year. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 8 [This can happen in case of foreign Companies havin g subsidiaries in India. Even in that case, the Indian company has to prepare accoun ts for year ending on 31 st March, for income tax purpose] FINANCIAL STATEMENT:  A Balance Sheet  A profit and Loss account (or Income and expenditur e account)  Cash Flow Statement  A statement of changes in equity (If applicable)  Any explanatory note attached to, [The State changes in equity is applicable for Comp anies to which the AS applies] Cash Flow Statement not required to be prepared by the companies:  One Person Company; of  Small Company; or  Dormant Company. Financial Statement of Companies governed by Specia l Acts: Insurance Company Banking Company Electricity Company any other company governs by Special law. Need not the disclose matters which are not require d to be disclosed under their specific Act. In other words, financial statements of the Compani es governed by Special Acts will be prepared as per provisions of those special Acts and not as per provision of Companies Act. Preparation of Financial Statements:  Every Company must prepare ‘Financial Statement’ fo r every financial year.  The Financial statement should be prepared at the A nnual General Meeting of members. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 9 AUTHENTICATION OF FINANCIAL STATEMENT: The Financial Statement (Including consolidated fin ancial statement where applicable) shall be approved by the Board of Direc tors. After Board approval, the statement should be signed on behalf of the Board a s follows- a) By any two Directors (on shall be MD, if any) and b) CEO, if any c) CFO, if appointed. d) Company Secretary of the Company, if appointed  In case of Small Company where no MD, CEO CFO than Financial statement should be signed by the Two Directors of the Compan y.  After the signatures, it should be submitted to the auditor for his report thereon.  When financial statement signed by two directors, s uch directors should be should be should be should be present at the meeting and should sign the accounts at the meeting. present at the meeting and should sign the accounts at the meeting. present at the meeting and should sign the accounts at the meeting. present at the meeting and should sign the accounts at the meeting. (i.e. should be signed at the meeting itself and not later). Approval of Financial Statement and Board Report by Board in Meeting: Theoretically Theoretically Theoretically Theoretically, financial statements are presented t o auditors only after they approved by Boards and signed by authorized persons . The auditors are only expected to submit his report on the financial stat ements presented to him for audit. Practically, Practically, Practically, Practically, The checking of financial statements i s already completed before these are approved by the Board. Auditor informally appro ves the draft financial statements with notes etc., before the accounts are approved by the Board. Usually, he also gives unsigned draft of the Auditor’s Repor t. However, auditor signs the financial statements onl y after these are approved by Board and signed by person authorized by Board of t he Company. APPROVAL OF FINANCIAL STATEMENT:  Approval of Financial Statement shall be done at th e meeting of the Board.  The approval can’t be done by circulation or by com mittee. (same provision in Secretarial Standard (SS-1) of ICSI DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 10  MGT-14: The Board resolution approving financial st atement to be filed with ROC in form MGT-14. (But Private Company not requir ed to file MGT-14 after exemption on Private Limited Companies) CIRCULATION OF FINANCIAL STATEMENT: To whom:  Every Member of the Company  To every trustee for the debenture-holder of any de bentures issued by the Company and  To all persons other than such member of trustee, b eing the person so entitled. Time period of circulation: The financial statement (including consolidated fin ancial statement, if any) auditor’s report and every other documents required by law to be annexed or attached to financial statements, which are to be laid before a company in its general meeting shall be sent “Not Less Than 21 (Twenty One) days b efore the date of the Meeting . Publication on Website: A listed Company (Whether Debt Listed or Equity Lis ted) shall place its financial statements (including consolidated financial statem ents, if any), and all other documents required to be attached thereto, on Compa ny’s website, which is maintained by or on behalf of the Company. Inspection of Documents: A company shall allow every member or trustee of th e holder of any debentures issued by the company to inspect the documents stat ed under section 136(1) at its registered office during business hours- Section 13 6(1) Mode of sending Financial Statement: Financial statement can be sent to members and othe rs through post or courier or had delivery as per Section 20(2). DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 11 However, a listed company or a public company whose net worth is more than one crore and turnover of more than ten Crores, financi al statement can be sent by- (a) E-mail if shares in Demat form and email ID is regi stered with depository. (b) E-mail if shares are in physical form and member ha s positively consented in writing for receiving by email (c) By post, courier or had delivery as per section CONSOLIDATION OF FINANCIAL STATEMENT:  Every company having a subsidiary or subsidiaries h as to submit consolidated financial statement in addition to its own ‘financi al statement’.  The financial statement should be in same form.  It shall be laid before annual general meeting of t he company, along with company’s own financial statement.  In addition to consolidated financial statement, a separate statement containing salient features of financial statement of its subsidiaries shall be attached. (Form AOC-1) FILING COPY OF FINANCIAL STATEMENT:  Copy of Financial Statements (including consolidate d financial statements in case of holding company), shall be filed with Regis trar of Companies with in 30 (Thirty) days from the date when the accounts we re duly adopted at the annual General Meeting of the Company.  All documents which are required to be annexed or a ttached to the financial statement must be filed.  The documents are required to be filed with filing fees. Financial statement to be filed even if not adopted in AGM: Even if the financial statements are not adopted at AGM or at the adjourned general meeting, the un-adopted financial statement duly si gned is required to be submitted within 30 days from date of AGM. The registrar of C ompanies shall take them on record a provisional, till the financial statements duly adopted are filed after the accounts are adopted in the adjourned General Meeti ng. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 12 Such adopted financial statement shall be filed wit hin 30 days from the date of adjourned meeting where the accounts were adopted. Financial statement to be filed even if not adopted in AGM: Where the annual General Meeting of a company for a ny year has not been held, the financial statement along with the documents re quired to be attached under section 137(1), duly signed along with the statemen t of facts and reasons for not holding the Annual General Meeting shall be filed w ith the Registrar within 30 (thirty) days of the last date before which the ann ual General Meeting should have been held. Filing financial statement in case of OPC: In case of One Person Company, financial statement along with annexes and attachments should be filed with ROC within 180 day s from close of financial year. Filing financial statement in case of Company having subsidiaries outside India: In case of companies having subsidiary or subsidiar ies outside India and which has no place of business in India, the accounts of subsidi ary/ subsidiaries should be filed along with financial statement of the holding Compa ny. INSPECTION OF FINANCIAL STATEMENT: The financial statement and related documents filed with ROC are ‘public documents’ and any person can inspe ct those documents on payment of prescribed inspection fees. Duty to lay Annual Accounts at Annual General Meeting: 1. Notice of AGM 2. Directors Report and Compliance Certificate from Pr acticing Company Secretary, (If Required). 3. Auditors Report 4. Balance Sheet 5. Profit & loss Account DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 13 In case of Holding company: 1. Balance Sheet 2. Directors Report 3. Auditors Report Statement of holding company’s interest in subsidia ry, if any AUDIT REPORT REQUIREMENT Section 143 (3) read with rule 11 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013 talks about the provisions of Audit Report: The Requirement of audit report comes from Section 142(2) of Companies Act, 2013 The Requirement of audit report comes from Section 142(2) of Companies Act, 2013 The Requirement of audit report comes from Section 142(2) of Companies Act, 2013 The Requirement of audit report comes from Section 142(2) of Companies Act, 2013 . . . . The auditor shall make a report to the members of t he company on the accounts examined by him and on every financial statement which are r equired by or under this act to be laid before the company in general meeting. Importance of Audit Report: Importance of Audit Report: Importance of Audit Report: Importance of Audit Report: The audit report of the company is referred to and relied upon by many who are dealing with the Company. Information available in the audi ted accounts is very valuable for all. A. A.A. A. Contravention of Provision of Section Contravention of Provision of Section Contravention of Provision of Section Contravention of Provision of Section 139 139139 139- -- -146 146146 146 : (Attendance in General Meeting): If any provisions of this Section contravene then: Penalty on Company: Penalty on Company: Penalty on Company: Penalty on Company: The company shall be punishable with fine which sha ll not be less than Rs. 25,000 (Rupees twenty-five thousand) but which may extend to Rs. 5 Lac (Rupees five lac) AND (+) Penalty on Officer of Company: Penalty on Officer of Company: Penalty on Officer of Company: Penalty on Officer of Company: DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 14 Every officer of the company who is in default shal l be punishable with imprisonment for a term which may extend to one year OR with fine which shall not be less than Rs. 10,000/- (Rupees ten thousand) but which may extend to Rs. 1 Lac (Rupees one lakh), OR with BOTH. B. B.B. B. Contravention of Provision of Section 14 Contravention of Provision of Section 14 Contravention of Provision of Section 14 Contravention of Provision of Section 145 55 5 : (Signing of Auditor Report): If any provisions of this Section contravene then: Penalty on Penalty on Penalty on Penalty on Auditor (without intention or will): Auditor (without intention or will):Auditor (without intention or will): Auditor (without intention or will): The auditor shall be punishable with fine which sha ll not be less than Rs. 25,000/- (Rupees twenty-five thousand) but whic h may extend to Rs. 5 Lac (Rupees five lakh) Penalty on Penalty on Penalty on Penalty on Auditor (Contravene the provisions knowi ngly or willfully): Auditor (Contravene the provisions knowingly or wil lfully): Auditor (Contravene the provisions knowingly or wil lfully): Auditor (Contravene the provisions knowingly or wil lfully): If an auditor has contravened such provisions knowi ngly or willfully with the intention to deceive the company or its sh areholders or creditors or tax authorities, he shall be punishable with imprisonment for a term which may extend to one year AND ANDAND AND with fine which shall not be less than Rs. Lac (Rupees one lac) but which may extend to Rs. 25 Lac (Rupees twe nty-five lac). Please find below the link of the relevant articles: How to prepare Directors’ Report: How to prepare Annual Return: Checklist of Director Report Draft of Director Report for 2015-16 CONCLUSION: Therefore all Companies registered under the provis ions of the companies Act 1956/2013 are required to file with the registrar o f companies the audited copy of financial statement with in a period of 30 days of holding the annual general meeting in terms of section 137(1), and the Annual return within a period of 60 days DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 15 of the Annual General meeting in terms of section 9 2(4) of the Companies Act, 2013. A. A.A. A. Purpose of the Forms Purpose of the Forms Purpose of the Forms Purpose of the Forms: :: : S. No. Form No. Purpose of Form Status of Form 1. 1.1. 1. MGT-7 Annual Return E-Form 2. 2.2. 2. AOC-4 Financial Statement and other documents with the Registrar E-Form 3. 3.3. 3. MGT-14 Approval of Directors’ Report and Annual Statement E-Form 4. MGT-9 Extract of Annual Return Attachment 5. AOC-1 If Company have any Subsidiary/ Associate/ Joint Venture Company Attachment 6. AOC_2 Information relating to Related Party Transaction. Attachment B. B.B. B. Attachment Attachment Attachment Attachment in the Forms in the Formsin the Forms in the Forms: :: : Form No. Attachments: AOC AOC AOC AOC- -- -4 44 4  Financial statements duly authenticated as per sectio n 134  auditors’ report  Board’s report  MGT-9 IF ANY IF ANY IF ANY IF ANY  Secretarial Audit Report  CSR Policy  Statement of subsidiaries/ Associates/ Joint Ventures as required under section 129 in the format of Form AOC-1 Company CSR policy  Details of salient features and justification for e ntering into contracts/ arrangements/transactions with related par ties as per Sub-section (1) of section 188 - Form AOC-2 MGT MGT MGT MGT- -- -7 77 7  List of shareholders,  Debenture Holders IF ANY IF ANY IF ANY IF ANY  Approval letter for extension of AGM  Copy of MGT-8; DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 16 MGT MGT MGT MGT- -- -14 1414 14  Board Resolution for approval of Financial Statement  Board Resolution for approval of Directors’ Report C. C.C. C. Time Period for filing of Forms Time Period for filing of Forms Time Period for filing of Forms Time Period for filing of Forms: :: : AOC-4 Within 30 days of Holding of Annual General Meeting MGT-7 Within 60 days of holding of Annual General Meeting. If there is no AGM then within 60 days from the date on which AG M should held. MGT-14 Within 30 days of Holding of Board Meeting. For Companies Other than Private Limited Companies. D. D.D. D. Sections Relating to Annual Forms Sections Relating to Annual Forms Sections Relating to Annual Forms Sections Relating to Annual Forms: :: : Form Form Form Form Section and Rules Section and Rules Section and Rules Section and Rules MGT-7 Section 92(1) of the Companies Act, 2013 and rule 11 (1) of the Companies (Management and Administration) Rules, 2014 Aoc-4 Section 129(3), 137 of the Companies Act.2013 and Ru le 12(1) of the Companies (Accounts) Rules, 2014 MGT-14 Section 179(3)(g) read with section 17(3)(g) NOTE: NOTE: NOTE: NOTE:  AOC AOC AOC AOC- -- -1: 1:1: 1: As per provisions of Section 129(3) read with Rule 5 every company which have any subsidiary/Associate/Joint Venture Company required t o attach AOC-1 along with AOC-4. Even Companies exempted for preparation of Consolid ated Financial statement required to attach AOC-1.  Date of Filing: Date of Filing: Date of Filing: Date of Filing: MCA came with a circular according that Companies whic h have done there Annual General Meeting before 30 th September, 2015 can file AOC-4 & MGT-7 upto 30th October, 2015 without any late fee. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES T h e M o s t P o w e r f u l W e a p o n o n E a r t h I s t h e H u m a n S o u l O n F i r e Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com This blog post is not a professional advice but just a knowledge sharing initiative for mutual discuss ion. 17  Form 23AC/ACA: Form 23AC/ACA: Form 23AC/ACA: Form 23AC/ACA: If Financial of Company started before 01.04.2014 t hen Annual Statement will file in e-form 23AC, ACA for this financial year instead of AOC-4.  ADT ADT ADT ADT- -- -1: 1:1: 1: No need to file e-form ADT-1 for ratification of Au ditor.  Professional Certification MGT Professional Certification MGT Professional Certification MGT Professional Certification MGT- -- -7: 7:7: 7: No Need of Professional Certification in e-form MGT -7 of Small Company and One Person Company. (Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATE S Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this document have been prepa red on the basis of relevant provisions and as per the information existing at the time of the preparation . Although care has been taken to ensure the accura cy, completeness and reliability of the information provided, I assume n o responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume n o responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPE CIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION. Thi s is only a knowledge sharing initiative and author do not intend to solicit any business or profession.




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