Basic Compliance related to Annual Filling of ROC
Basic Compliance related to Annual Filling of ROC
Following e-forms are required to be filed with ROC for the Annual Filing for the financial year 2014-15.
- MGT-14 (For approval of financial Accounts and Board’s Report)
- ADT-1 (For appointment of Auditor)
- AOC-4(For filing of Notice, Directors’ Report and Financial Statement)
- MGT-7 (For Annual Return)
- Form MGT-14:(To be filed within 30 days from date of passing the Board Resolution)
As per the notification of MCA on 05.06.2015, only public company is required to file e-Form MGT-14 with ROC for the approval of Board Report.
And as per the notification of MCA on 18.03.2015 every Company are exempt to file e-form MGT-14 for approval of annual accounts.
Required documents/Information:
- Signed copy of Board Resolution for approval of Financial Statements
- Signed copy of Board Resolution for approval of Board’s Report or Directors’ Report
- Notice of Board Meeting or Date of Dispatch Notice of Board Meeting.
- FORM ADT-1:(To be filed within 15 days from the date of AGM)
Every Company is required to file form ADT-1 with the ROC within fifteen days(15 days)of the date of AGM in which the auditor has been appointed/reappointed.
Required documents/Information:
- PAN of Auditor or Auditor’s firm
- Name of Auditor’s firm
- Membership No. or FRN
- Address of Auditor
- E-mail Id of Auditor
- Tenure of previous appointment
- Partner or Proprietor
- Period for which auditor is being appointed
- AGM Resolution
- Consent and confirmation from auditor
- Intimation letter sent by company to auditor.
- FORM AOC-4 or FORM AOC-4 XBRL:(To be filed within 30 days from the date of AGM)
For filing of this form we need to prepare the following documents:
- Notice of the Annual General Meeting.
- Directors’ Report or Board’s Report.
- Auditor’s Report
- CARO Report, if any
- Financial Statement
- consolidated financial statement, if any
- Cash Flow Statement, if any
Notice of the Annual General Meeting:
A general meeting of a company may be called by giving not less than CLEAR TWENTY-ONE
DAYS.
A general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent. (95%)of the members entitled to vote at such meeting.
Directors’ Report or Board’s Report:
The Board’s report and any annexure thereto under sub-section (3) shall be signed by its chairperson the company if he is authorized by the Board and where he is not so authorized, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
Following are the Contents of Directors’ Report under Companies Act, 2013.
- Balance sheet along with the auditor’s report.
- Number of meetings of the Board
- statement on declaration given by independent directors under sub-section (6) of section 149, if any
- criteria for determining qualifications, positive attributes, independence of a director and other matters by the Nomination and Remuneration Committee, if any
- AOC-2 (particulars of contracts or arrangements with related parties)- (Annexure-I)
- particulars of loans, guarantees or investments
- the amount, if any, which it recommends should be paid by way of dividend
- the amounts which it proposes to carry to any reserves, if any.
- material changes and commitments, if any, affecting the financial position of the company
- a statement indicating development and implementation of a risk management policy, if any
- the details about the policy developed and implemented by the company On Corporate
Social Responsibility (CSR):
- Average Net Profit of the Company for the Last 3 F.Y. (s),
- Total amount spent on CSR for the financial year,
- Amount spent in local area
- Manner in which the amount spent during the F.Y. as detailed below:
| S. | CSR | Sector | Projects & | Projects | & | Amt. | Amt. | Exp | on | Mode of |
| No | Project | in | Programs | Programs – | Outlay | spent on | administrative | amt spent | ||
| or | which | – specify | specify | the | (budget) | the | overreads | |||
| activity | the | the district | State/Union | project | projects | |||||
| identified | project | where | Territory | or | or | |||||
| D | is | projects or | where | program | program | |||||
| coverer | programs | projects | or | s wise | s | |||||
| d | was | programs | ||||||||
| undertake | was | |||||||||
| n | undertaken | |||||||||
| 1 | ||||||||||
| 2 | ||||||||||
- a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors, if a listed company and every other public company having a paid up share capital of twenty five crore rupees or more.
- the change in the nature of business, if any
- the details of directors or key managerial personnel who were appointed or have resigned during the year
- the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.
- the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future
- the details in respect of adequacy of internal financial controls with reference to the Financial Statements
- Secretarial Audit Report, if any
Auditor’s Report
The auditors’ report shall be attached to every financial statement.
CARO Report
According to the order passed by the Ministry of Corporate Affairs on 10th day of April, 2015 “the Companies (Auditor’s Report) Order, 2015” shall apply to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act, 2013 except:
- a banking company
- an insurance company
- a company licensed to operate under section 8 of the Companies Act, 2013.
- a One Person Company and a small company
- a private limited company with a paid up capital and reserves not more than rupees fifty lakh and which does not have loan outstanding exceeding rupees twenty five lakh from any bank or financial institution and does not have a turnover exceeding rupees five crore at any point of time during the financial year.
Financial Statement
The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the following:
- CHAIRPERSON of the company, or
- by two directors out of which one shall be managing director and
- the Chief Executive Officer, if he is a director in the company,
- the Chief Financial Officer any
- the company secretary of the company, wherever they are appointed,
In the case of a One Person Company, only by one director.
“Financial Statement” in relation to a company, includes:
- a balance sheet as at the end of the financial year
- Profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the financial year
- cash flow statement for the financial year
- a statement of changes in equity, if applicable
- any explanatory note annexed to, or forming part of, any document referred to above.
Note: The financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement.
Where a company has one or more subsidiaries, it shall, in addition to financial statements prepare a consolidated financial statement of the company and of all the subsidiaries in the same form and manner as that of its own.
The company shall also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiary or subsidiaries in form AOC-1
(Annexure-II)
For the purposes of this sub-section, the word “subsidiary” shall include associate company and joint venture.
Meaning of Associate Company means a company in which that other company has a control of at least twenty per cent. of total share capital or on over business decisions , and includes a joint venture company.
Consolidated Financial Statement (a part of financial statement)
The consolidation of financial statements of the company shall be made in accordance with the provisions of Schedule III of the Act and the applicable accounting standards.
As per Companies (Accounts) Amendment Rules, 2014 notified by MCA on 14th October, 2014:-
- the intermediate wholly-owned subsidiary Companies, other than a wholly-owned subsidiary whose immediate parent is a company incorporated outside India are exempted from consolidation of financial statements of their wholly-owned subsidiary company.
- company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both are not required to consolidate financial statement in respect of associate companies or joint ventures or both, as the case may be for the financial year commencing from the 1st day of April, 2014 and ending on the 31st March, 2015. ”
As per Companies (Accounts) Amendment Rules, 2014 notified by MCA on 16th January, 2015, a company having subsidiary or subsidiaries incorporated outside India are not required to consolidate financial statement for the financial year commencing on or after 1st April, 2014.
Cash Flow Statement:
- The financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement.
AOC-4 XBRL(To be filed within 30 days from the date of AGM)
- The following class of companies shall have to file their Balance Sheet and Profit & Loss Account in XBRL mode in form AOC-4 XBRL.
- all listed Companies in India and their Indian subsidiaries;
- all-The companies having paid up capital of Rupees 5 Cr and above
- all companies having turnover of Rupees 100 Cr and above
However, banking companies, insurance companies, power companies and Non-Banking Financial Companies (NBFCs) are exempted from XBRL filing.
- FORM MGT-7: (To be filed within 60 days from the date of AGM)
Every company shall prepare a return in Form No. MGT-7 containing the particulars as they stood on the CLOSE OF THE FINANCIAL YEAR.
Following are the Contents and Annexure of Annual Return under Companies Act, 2013:
- Copy of PAN of the Company
- principal business activities and %age to Total Turnover of the Company,
- particulars of its holding, subsidiary, Joint Ventures and associate companies and %age of Shares held,
- Share Capital Structure:(Including Individual/Body Corporate whether Indian or Foreign)
| Type of Securities | At the | Increase during the year | At the | |||
| (Equity / Preference) | beginning | end | ||||
| (in Rs.) | ||||||
| No. of | Face | Prem. | ||||
| Shares | Value | Per | ||||
| share, | ||||||
| if any | ||||||
| Right Issue | ||||||
| Private | ||||||
| Placement/Preferential | ||||||
| Allotment | ||||||
| Bonus Issue | ||||||
- Conversion of Pref.
- Sh. Into Equity
- Conversion of
- Debentures Into
- Equity
- Details of Transfer of Shares since 01.04.2014 till 31.03.2015 or in case of 1st Return, since date of Incorporation till 31.03.2015:
| Date of | Type of Security | No. of | Amt. | Folio No. | Name of | Folio No. | Name of |
| Transfer | (Equity/Preference) | Shares | per | of | Transferor | of | Transferee |
| Security | Transferor | Transferee | |||||
- its indebtedness , (Annexure-III)
- its members and debenture-holders along with changes 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
- Date of meetings of members or a class thereof, Board and its various committees along with attendance details
- Remuneration paid to Directors, if any (for each Director)
- For KMP (MD/WTD/Manager/CEO/CFO/CS):
- Salary
- Perquisites as per I.T. Act
- Commission (as % of Profit)
- Other Commission, if any
- Others, if any
- For Other Directors:
- For attending Board/Committee Meetings
- Salary
- Perquisites as per I.T. Act
- Commission
- Others, if any
- penalty or punishment imposed on the company, its directors or officers (For eg.- – Condonation of Delay) and details of compounding of offences and appeals made against such penalty or punishment(Copy of Order from Concerned Authority)
- matters relating to certification of compliances, disclosures as may be prescribed;
Authentication of Annual Return (FORM MGT-7)
| S.No | Type of Companies | Authentication | Certification | |||||
| (Signing) | (In Form MGT-8) | |||||||
| 1 | One Person Company | CS of the company | ||||||
| or | ||||||||
| where | there | is | no | No Certification | ||||
| company | secretary, | by | ||||||
| the DIRECTOR of the | ||||||||
| company | ||||||||
| 2 | Small Companies | CS of the company | ||||||
| or | ||||||||
| (paid-up share capital of less than | where | there | is | no | No Certification | |||
| Rs. 50 Lacs | company | secretary, | by | |||||
| AND | the Director | of | the | |||||
| Turnover less thanRs. 2 Crore) | company | |||||||
| 3 | OtherthanOPCandsmall | A Director | ||||||
| Companies (not included Listed and | + | |||||||
| Big Companies) | CS | No Certification | ||||||
| or where there is no | ||||||||
| company secretary,by | ||||||||
| A Company Secretary | ||||||||
| In Practice (PCS) | ||||||||
| 4 | Big Companies | A Director | Certified | by | a | |||
| + | Company Secretary in | |||||||
| (having paid-up share capital of Rs. | CS | practice (PCS) | ||||||
| 10 Crore or more | or where there is no | |||||||
| Or | company secretary, by | |||||||
| turnover Rs. 50 Crore or more) | A Company Secretary | |||||||
| In Practice (PCS) | ||||||||
| 5 | Listed Companies | ADirector | Certified | by | a | |||
| + | Company Secretary in | |||||||
| CS | practice (PCS) | |||||||
| or where there is no | ||||||||
| company secretary, by | ||||||||
| A Company Secretary | ||||||||
| In Practice (PCS) | ||||||||
Disclaimer:
The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Though utmost efforts has made to provide authentic information, it is suggested that to have better understanding kindly cross-check the relevant sections, rules under the Companies Act, 2013 and by no means constitute an advertisement of the services. This is meant only for ‘private circulation’.
8
FORM NO. AOC -2 (Annexure-I)
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
- Details of contracts or arrangements or transactions not at Arm’s length basis.
| SL. No. | Particulars | Details |
| Name (s) of the related party & nature of relationship | ||
| Nature of contracts/arrangements/transaction | ||
| Duration of the contracts/arrangements/transaction | ||
| Salient terms of the contracts or arrangements or transaction including the value, | ||
| if any | ||
| Justification for entering into such contracts or arrangements or transactions’ | ||
| Date of approval by the Board | ||
| Amount paid as advances, if any | ||
| Date on which the special resolution was passed in General meeting as required | ||
| under first proviso to section 188 |
- Details of contracts or arrangements or transactions at Arm’s length basis.
| SL. No. | Particulars | Details |
| Name (s) of the related party & nature of relationship | ||
| Nature of contracts/arrangements/transaction | ||
| Duration of the contracts/arrangements/transaction | ||
| Salient terms of the contracts or arrangements or transaction including the value, | ||
| if any | ||
| Date of approval by the Board | ||
| Amount paid as advances, if any |
Form shall be signed by the people who have signed the Board’s Report.
Form AOC-1 (Annexure-II)
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
| Sl. No. | Particulars | Details |
| 1. | Name of the subsidiary | |
| 2. | Reporting period for the subsidiary concerned, if different from the holding company’s | |
| reporting period | ||
| 3. | Reporting currency and Exchange rate as on the last date of the relevant Financial year in | |
| the case of foreign subsidiaries | ||
| 4. | Share capital | |
| 5. | Reserves & surplus | |
| 6. | Total assets | |
| 7. | Total Liabilities | |
| 8. | Investments | |
| 9. | Turnover | |
| 10. | Profit before taxation | |
| 11. | Provision for taxation | |
| 12. | Profit after taxation | |
| 13. | Proposed Dividend | |
| 14. | % of shareholding |
Notes: The following information shall be furnished at the end of the statement:
- Names of subsidiaries which are yet to commence operations
- Names of subsidiaries which have been liquidated or sold during the year.
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of associates/Joint Ventures
- Latest audited Balance Sheet Date
- Shares of Associate/Joint Ventures held by the company on the year end No. Amount of Investment in Associates/Joint Venture Extend of Holding%
- Description of how there is significant influence
- Reason why the associate/joint venture is not consolidated
- Net worth attributable to shareholding as per latest audited Balance Sheet
- Profit/Loss for the year
- Considered in Consolidation
- Not Considered in Consolidation
- Names of associates or joint ventures which are yet to commence operations.
- Names of associates or joint ventures which have been liquidated or sold during the year.
Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.
| INDEBTEDNESS (Annexure-III) | ||||||||||||||||
| Indebtedness of the Company including interest outstanding/accrued but not due for payment | ||||||||||||||||
| Principal Amount | Interest due but not paid | Interest accrued but not | Total | |||||||||||||
| due | ||||||||||||||||
| Secured | Unsecured | Deposits | Secured | Unsecured | Deposits | Secured | Unsecured | Deposits | ||||||||
| Loan | Loan | Loan | Loan | Loan | Loan | |||||||||||
| Indebtedness at the | ||||||||||||||||
| beginning of the | ||||||||||||||||
| financial year | ||||||||||||||||
| Addition | ||||||||||||||||
| Reduction | ||||||||||||||||
| Indebtedness at the end | ||||||||||||||||
| of the financial year | ||||||||||||||||
| Total | ||||||||||||||||
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The information / articles & any relies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do noy constitute legal advice or legal opinions. The information / articles and any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, i can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information / articles contained without first seeking the advice of a practicing professional.