Megha Saraf

The Companies Act, 2013, (here inafter referred to as “the Act”) contains various provisions which require a large number of filings to be made to ROC by:

1. Companies

2. Various officials of the Company like Directors/Key Managerial Personnel/Auditors

on meeting with the provisions of the Act.

Out of the various filings required under the Act, few such requirements are the filing of the annual e-Forms i.e. AOC-4, AOC-4 (XBRL), AOC-4 (CFS) pursuant to Section 137 read with Rule 12 of the Companies (Accounts) Rules, 2014, and MGT-7 pursuant to Section 92 read with Rule 11 of The Companies (Management and Administration) Rules, 2014, with the ROC by companies.

With the enforcement of the Act, as the filing of the e-Forms has become a cumbersome task for many corporates, due to the frequent revision of the e-Forms by the Ministry of Corporate Affairs (“the MCA”) which create problems for the stakeholders in understanding the new requirements incorporated in the e-Forms. Also, recently, annual e-Forms as mentioned above have faced number of revisions by the MCA on August 24, 2016, July 29, 2016, etc. which indeed makes it a challenging task for the corporates to file the e-Form at the earliest and within the timeline provided by the MCA.

Therefore, MCA has been issuing various circulars to provide relaxation to the stakeholders in filing various e-Forms without paying additional fees.

MCA earlier has issued General Circular No. 3/2016 Dated 12th April, 2016, General Circular No 06/2016 Dated 16th May, 2016, General Circular No. 07/2016 Dated 31st May, 2016, in regard to relaxation of additional fees and extended timeline in filing various e-Forms mandatory under the Act as various e-Forms have been revised frequently in 2016-17.

Recently, MCA again has come up with General Circular No. 08/2016 dated 29.07.2016 (hereinafter referred to as “the Circular”), which although came on 31st August, 2016, but been dated 29th July, 2016, provides relief to all the stakeholders in filing of annual e-Forms by providing them extended time line without paying additional fees. This would facilitate better understanding among the stakeholders in regard to the filing annual e-Forms as these annual e-Forms are a very crucial matter with regard to every stakeholder as these involve matters relating to their financial statements.

Applicability on companies for filing the annual e-Forms

Applicability of the annual e-Forms AOC-4, AOC-4(XBRL), AOC-4(CFS) and MGT-7 is shown in the table below:

Sl. No.E-FormApplicability
1.AOC-4 and AOC-4(CFS)It is applicable on all companies
2.AOC-4 XBRLIt is applicable on:

i. all listed companies with any stock exchange(s) in India and their Indian subsidiaries; or

ii. all companies having paid up capital of Rs. 5 Crore or more;

iii. all companies having turnover of Rs. 100 Crore or more;

all companies which were hitherto covered under the Companies (Filing of Documents and Forms in Extensible Business Reporting Language)Rules, 2015

3.MGT-7It is applicable on all companies

Applicability of the Circular

The General Circular No. 08/2016 is applicable on the companies where the due date for holding AGM is on or after 1st April, 2016, and the extended date for filing the annual e-forms is till 29th October, 2016.

The table below is an attempt to present a clear picture with regard to the filing of these annual e-Forms.

Sl. No.E-FormSection No./Rule No.ProvisionTimeline in the ActRemarks
1.AOC-4 and AOC-4(CFS)Section 137 read with Rule 12 of the Companies (Accounts) Rules, 2014A copy of the 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 the Act, duly adopted at the AGM of the company.To be field with ROC within 30 days of AGM in such manner and fees or additional fees as prescribedForm AOC-4 and AOC-4(CFS) are subject to revision and shall be available shortly on MCA. In order to get familiarize with the new e-Forms AOC-4 and AOC-4(CFS), stakeholders are given extended time line to file the same without paying additional fees.
2.AOC-4(XBRL)Section 137 read with Rule 12 of the Companies (Accounts) Rules, 2014 and Rule 3 of Companies (Filing of Documents and Forms in Extensible Business Reporting Language)The following class of companies shall mandatorily file their financial statement and other documents in AOC-4 XBRL using the XBRL taxonomy, namely:

iv. all listed companies with any stock exchange(s) in India and their Indian subsidiaries; or

v. all companies having paid up capital of Rs. 5 Crore or more;

vi. all companies having turnover of Rs. 100 Crore or more;

vii. all companies which were hitherto covered under the Companies (Filing of Documents and Forms in Extensible Business Reporting Language)Rules, 2015

To be field with ROC within 30 days of AGM in such manner and fees or additional fees as prescribedForm AOC-4 XBRL is subject to revision and shall be available shortly on MCA. In order to get familiarize with the new e-Form AOC-4 XBRL, stakeholders are given extended time line to file the same without paying additional fees.
3.MGT-7Section 92 read with Rule 11 of The Companies(Management and Administration) Rules, 2014Every company shall prepare a return(hereinafter referred to as annual return) in e-Form MGT-7 containing particulars as they stood on the close of the financial year regarding the matters as prescribed in the Act.To be filed with ROC within 60 days of the AGM or where no AGM is held then within 60 days from the date on which AGM should have been held.Form MGT-7 is subject to revision and shall be available shortly on MCA. In order to get familiarize with the new e-Form MGT-7, stakeholders are given extended time line to file the same without paying additional fees.

Thus, with this recent Circular, stakeholders are expected to take the benefit of filing the annual e-Forms correctly within the extended timeline.

(Author is associated with Vinod Kothari & Company )

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