GUIDANCE FOR

(10^th August 2023)

Short Summary:

In this editorial author shall discuss everything in relation to Annual Filing of a Private Limited Company. As we know every company, whether working or not working must comply with certain provisions of the Companies Act, 2013.

Like: preparation of Financial Statement, Annual Return, Holding of Annual General Meeting etc.

Recently, ROC has started issuing notices for non-compliance. Like mentioning any wrong information in the forms. Any wrong disclosure in the directors’ report, Non-compliance with Schedule III. Therefore, it is very important, from the point of view of professionals and corporations, to complete the annual compliances carefully.

Index of Editorial:

     I.        List of Annual Compliances

   II.        Detail of Annual Filing of Compliances of Private Limited Company 

A.   List of Annual Compliances:

a)    Purpose of the Forms:

b)   Attachment in the Forms:

c)    [1]Time Period for filing of Forms:

d)   Sections Relating to Annual Forms:

I.    AOC-4:

As per section 137(1) of the Companies Act, 2013, every Company is required to file with the Registrar a copy of its financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company within thirty days of such AGM in e-form AOC-4.

a)    Consolidated Financial Statement:

In case Company having any Subsidiary or Associated, Company shall prepare consolidated financial Statement. Consolidated financial statement required to file with ROC within 30 days of AGM in e-form AOC-4CFS. 

b)   Extensible Business Reporting (XBRL):

In case of the companies covered under XBRL requirement under the Companies (Filing of documents & Forms in Extensible Business Reporting Language) Rules, 2015, the financial statements to be uploaded on MCA portal, have to be in XBRL format. In this case the requirement of signing under hand is not a requisite.

XBRL is applicable on following Companies:

ü  All companies listed in the stock exchange in India and their Indian subsidiaries.

ü  All companies with a turnover of Rs. 100 crores or more

ü  All companies with a paid-up capital of Rs. 5 crores or more

II.    Directors Report:

The Companies Act, 2013, requires the Board of Directors of every company to attach its report to the financial statements to be laid before the members at the annual general meeting. The Board’s Report is an important means of communication by the Board of Directors of a company with its stakeholders

The Companies Act, 2013, mandates certain disclosures to be made in the Board’s Report.

Following disclosures are required to mention in Directors’ Report

ü  Small & OPC – Rule 8A of Section 134 (Abridge Directors Report)

Directors Report of Small and OPC required less disclosures then other Companies.

ü  Other than Small – Section 134(3) read with Rule 8

ü  Listed:  A listed company is also required to comply with certain additional requirements as stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ü  Other Disclosures – Directors’ Report required certain other disclosures also under Companies Act, 2013 according to the applicability of provision on the Company.

EG. If CSR provisions are applicable on company then company required to give disclosures on CSR also.

ü  Other Act Disclosures – Directors’ Report required certain other disclosures also other than Companies Act. Like: Disclosure of Posh Act. Risk Management Policy.

*The Board’s Report should be based on the company’s standalone financial statement and not on the consolidated financial statement and should relate to the financial year for which such financial statement is prepared.

 III.    MGT-7:

As per section 92 of the Companies Act, 2013, every company is required to prepare the Annual Return in Form No. MGT-7 and file with the Registrar within 60 days from the date on which Annual General Meeting ( herein after AGM )is actually held or from the last day on which AGM should have been held.

An Annual Return is a snapshot of certain company information as they stood on the close of the financial year. It is perhaps the most important document required to be filed by every company with the Registrar of Companies. Apart from the Financial Statements, this is the only document to be compulsorily filed with the Registrar every year irrespective of any events / happenings in the company. While the Financial Statements give information on the financial performance of a company, it is the Annual Return which gives extensive disclosure and greater insight into the non-financial matters of the company and the people behind management of the company

An Annual Return must contain the information regarding:

ü  its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;

ü  its shares, debentures and other securities and shareholding pattern;

ü  its members and debenture-holders along with changes therein since the close of the previous financial year;

ü  its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year; ETC.

Annual Return

Ø  Small Company & OPC: Annual Return of these Companies shall be file in e-form MGT-7A from FY 2022-23. (Abridged Annual Return)

Ø  Other Companies: annual Return of these Companies shall be file in e-form MGT-7.

Certification by Profession:

Ø  Small Company & OPC: Annual Return of Small Company & OPC not required to certify by Company Secretary.

Form MGT-8 is a certification given on a company’s annual return by a Practicing Company Secretary, as per the Companies Act 2013, under Section 92(2)

Applicability:

According to Section 92(2) of the Companies Act, 2013 read with rule 11(2) of Companies ( Management and Administration) Rules 2014 following companies required certification of Annual Return.

a)    All Listed Companies

b)   Every Company having:

Ø  Paid-Up share capital of 10 Crore (Ten Crore) rupees or more or

Ø  Turnover of 50 Crore (fifty crore) rupees or more

V.    Annual General Meeting:

Every company is required to hold, during every Calendar Year, a Meeting of its Members called the Annual General Meeting. The importance of the Annual General Meeting arises out of the nature of business transacted at this Meeting.

Broadly there are two types of business that are transacted at an Annual General Meeting – Ordinary Business and Special Business.

At an Annual General Meeting, consideration of financial statements & consolidated financial statements, reports of the Board of Directors and the auditors, declaration of dividend, appointment of Directors in place of those retiring and approval or ratification of appointment of the Auditors and fixing their remuneration are Ordinary Business.

 Any other item of business is referred to as Special Business and may also be transacted at an Annual General Meeting.

Notice of AGM shall be sent at least 21 clear days before General Meeting. If Company conducts AGM on shorter notice, then they have to comply with certain other compliances.

*For FY 2022-23 Annual General Meeting can be held through Physical mode as well as Video Conferencing Mode.

Process of holding of AGM:

Annual General Meeting should be held as per provisions of Companies Act, 2013 as well as Secretarial Standard 2 issued by ICSI. By referring Secretarial Standard company can understand the process of holding of AGM-

Like; Preparation of Notice of AGM, mode of circulation of Notice, persons who will get copy of Notice, how to convene AGM, how to Vote, Who can be Proxy, how to prepare Minutes of EGM etc.

Important Things for 2020-21

1.   MGT-9 has been removed from Companies Act, 2013 for FY 2020-21 and onwards. Does not matter company having website or not, there is no need to prepare the MGT-9. 

2.   Small and OPC shall file their Annual Return in MGT-7A from FY 2022-23 and onwards. 

3.   There is no change in disclosures of Directors report to be prepared for FY 2022-23 except followings:

Ø  No need to prepare MGT-9

Ø  If CSR applicable on Company, then need to prepare annexure of CSR in new format.

4.   There is no change in disclosures of Auditors Report for FY 2022-23. 

5.   AGM for F.Y. 2022-23 can be held through Video Conferencing if held on or before 30^th September, 2023. 

6.   Financial Statement can be approve in Board Meeting held through Video Conferencing.

Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com). 

Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no 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 professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.