MCA/ROC Compliance Tracker for FY 2022-23 by Companies with important points to consider

MCA/ROC Compliance Tracker for FY 2022-23 by Companies with important points to be considered

Timelines for Mandatory MCA Annual Filings for the Financial Year 2021-22, and other e-Forms to be filed with the Ministry of Corporate Affairs (MCA) by Companies in FY 2022-23 are as following:

S. No	Form	Provision & Applicability	Due Date*
1	MSME FORM I (Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises)	As per the Order dated 22nd January, 2019 issued under Section 405 of the Companies Act, 2013 Companies taking supplies from Micro and Small Enterprises (MSE) Vendors and  if the Payments to MSEs are pending for a period exceeding 45 days	Half Yearly Returns for the Half Year ending 31st March and 30th September by 30th April and 30th October respectively. (No requirement of filing in case of Nil return).
2	Form MBP-1	Disclosure of Interest by Director (Sec 184) : Every director shall (i) at the first meeting of the Board in which he participates as a director and thereafter (ii) at the first meeting of the Board in every financial year or (iii) whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding.	At the First meeting of the Board in every financial year (and as the case may be).
3	Declaration of Independence by independent director	Sec 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Every independent director shall (i) at the first meeting of the Board in which he participates as an independent director and thereafter, (ii) at the first meeting of the Board in every financial year or (iii) whenever there is any change in the circumstances which may affect his status as an independent director, give a declaration that he meets the criteria of independence as provided in section 149(6) & Regulation 16(1)(b) of the SEBI (Listing Obligations).	At the first meeting of the Board in every financial year (and as the case may be).
4	Form MSC-3 (Return of Dormant Company)	Section 455 (5) of The Companies Act 2013, and Rule 7 of Companies Rules, 2014 A dormant company shall file a “Return of Dormant Company” annually, inter-alia, indicating financial position duly audited by a chartered accountant in practice.	Within 30 days from the end of each financial year (30th April, 2022).
5	Form FC-4 (Annual Return of a Foreign company)	Section 384(2) of the Companies Act 2013 and Rule 7 of Companies (Registration of Foreign Companies) Rules, 2014 every foreign company shall prepare and file, within sixty days from the last day of its financial year, to the Registrar annual return in Form FC-4 containing the particulars as they stood on the close of the financial year	Within 60 days from the closure of financial year.
6	Form CSR-2 (Report on Corporate Social Responsibility)	Rule 12 (1B) of the Companies (Accounts) Rules, 2014: Every company covered under section 135(1) shall furnish a report on Corporate Social Responsibility in Form CSR-2 to the Registrar for the preceding year (2020-2021) and onwards	As an addendum to form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be: For the preceding year (2020-2021), Form CSR-2 (web form) shall be filed separately on or before 31st May, 2022.
7	Form PAS-6 (Reconciliation of Share Capital Audit Report (Half-yearly))	Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014 Every unlisted public company ( except Nidhi/ Government company/ wholly owned subsidiary)	Within 60 days from the conclusion of each half year.
8	Form DPT-3 (Return of Deposit or Particulars of transaction not considered as deposit or both)	Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 i) Return of deposits- information as on the 31st day of March of that year duly audited by the auditor of the company. ii) Particulars of transactions by a company  not considered as deposit  in terms of clause (c) of sub-rule  1 of rule 2  of Companies (Acceptance of Deposits) Rules, 2014 All Companies (Except Govt. Companies)	30th June every year Yearly Return- Due Date (for the year ending 31st March 2022.) :- 30.06.2022 No requirement of filing in case of Nil return.
9	Form DIR-3 KYC/WEB KYC (KYC of Directors)	Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014 i) Every individual who holds a Director Identification Number (DIN) as on 31st March previous year   shall,  file e-form DIR-3-KYC to the Central Government (MCA) on or before  30th September. ii) The Individuals who have already filed  e-Form  DIR-3-KYC   for the previous Financial year  need to complete their KYC through web-form DIR-3 KYC-WEB, web-based verification service provided by MCA by verification of OTPs to be received to their previously provided mobile and email ID. However, in case a person wishes to update his mobile no. or e-mail address, he/she would be required to file e-Form DIR-3 KYC, as this facility of updation is not available in the web-based service. In case of updation in any other personal details, e-form DIR-6 has to be filed for updation of the same before completion of KYC through the web-based service.	30.09.2022 (30th September every year)
10	Form MGT-14 (Approval of Financial Statements and Directors’ Report) (Only for Public Limited Companies)	As per the provisions of Section 117 read with Section 179 and rules made therein	Within 30days of the pre-AGM Board Meeting date
11	Form ADT-1 (Appointment of Auditor)	As per the provision of Section 139 and the rules made therein All Companies, as the case may be.	Within 15days of AGM
12	Form AOC-4 /  AOC-4 XBRL/  AOC-4 CFS – as applicable (Financial Statements)	All Companies as per provisions of Section 137 and rules made therein.	within 30days of AGM (in case of OPC –  within 180 days from the closure of Financial Year)
13	Form MGT-7 (Annual Return) Form MGT-7A (OPC and Small Company from the FY 2020-21)	All Companies as per provisions of Section 92 and rules made therein	Within 60days from the date/due date of AGM . OPC:  within 60 days after 6months of closing of FY
14	Form DIR-12 (Regularization/ Appointment/ Cessation of Directors)	As per the provision of Section 170(2)  and the rules made therein All Companies.	Within 30days of AGM.
15	Form MR-1 (Public companies)	U/Sec 196(4) &Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Return of appointment and re-appointment of Managing Director or Whole Time Director or Manager.	Within 60days of Appointment.
16	Form MGT-14 (AGM) Special Resolutions, if any.	As per the provisions of Section 117 read with Section 179 and rules made thereunder All Companies	within 30days of the AGM
17	a). Form BEN-1 (Declaration by the significant beneficial owner to the reporting company) b). Form BEN-2 (Return of beneficial owner to the MCA)	a). As per Companies (Significant Beneficial Owners) Amendment Rules, 2019 Every individual, who subsequently becomes a significant beneficial owner, or where his significant beneficial ownership undergoes any change shall file a declaration to the reporting company in Form BEN-1. b). Section 90(4) of the Companies Act, 2013 and Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2014. Reporting company shall file a return in Form BEN-2 with the Registrar of Companies in respect of such declaration ( Form BEN-1).	a). within 30 days of acquiring such significant beneficial ownership or any change therein. b). within a period of 30 days from the date of receipt of Form BEN-1.
18	Form MGT-6 (Return of declaration  Beneficial Interest  –  Persons not holding beneficial interest in shares)	As per provisions of Section 89 and rules made therein Return to the Registrar in respect of declaration under section 89 received by the company Declaration of Beneficial Interest	Within 30 days of receipt of declaration in MGT 4 & MGT 5[MGT-4 & MGT-5 needs to be submitted to the company within 30 days of  acquiring/Change of such beneficialinterest in the shares of the company]
19	Form CRA-2 (Appointment of Cost Auditors, if applicable)	Section 148(3) read with Rule 6(2) and 6 (3A) of the Companies (Cost Records and Audit) Rules, 2014 Companies which fall under the Criteria of Section 148 and rules made therein	In Case of Original Appointment, within 30 days of Board Meeting or 180 days of the commencement of the Financial Year, whichever is earlier. In case of Casual Vacancy, fill casual vacancy within 30 days and file the form within 30 days of Board meeting.
20	Form CRA-4(XBRL) (Filing of Cost Audit Report in CRA-3 with Central Government )	Sec 148(6) & Rule 6(6) of Companies (Cost Records and Audit) Rules, 2014	The Cost auditor shall submit the cost audit report to company within 180 days from the closure of the financial year. Further company shall submit that cost audit report to the Central Government within 30 days from the date of receipt of cost audit report in form CRA-4.
21	Form NFRA-1 (Intimation of particulars of appointment of Auditor)	Rule 3(3) of  NFRA Rules, 2018 Every Body Corporate governed under Rule 3(1)(c), (d) & (e) of NFRA Rules. (Excluding Companies).	Within 15 days of appointment of an auditor
22	Form NFRA-2 (Annual return by Auditors)	Rule 5 of  NFRA Rules, 2018 Every auditor (of Companies & body corporate governed by/ referred to in rule 3) shall file a return with the NFRA on or before 30th November every year in  the Form NFRA-2.	30th November every year

Key Point to be considered:

1. a) The Annual General Meeting of every Company (other than OPC) shall be held within a period of six months, from the date of closing of the financial year and the gap between two Annual General Meetings shall not be more than 15 months.

b) However, in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the Company and it shall not be necessary for the Company to hold any annual general meeting in the year of its incorporation.

c) The top 100 listed entities by market capitalization, determined as on March 31st of every financial year, shall hold their annual general meetings within a period of five months from the date of closing of the financial year.

d) Financial year in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year.

Due Date of AGMs for the FY ended 31^st March, 2022:

First AGM	31st December 2022
All other cases ( except top  100 listed entities by market capitalization ) (2nd & subsequent AGMs)	On or Before 30th September 2022as the case may be
Top 100 listed entities by market capitalization	31st August 2022

2. Apart from the above Annual Filings, there are event based and other filings of the Company such as for Change in Directors, Change in Capital, Change in objects, Creation /Modification/Satisfaction of Charges, IEPF related, etc.

3. Every Company shall hold a minimum number of 4(four) board meetings of its Board of Directors every year with a maximum interval of one hundred and twenty (120) days between any two consecutive Meetings.  In case of One Person Company, Small Company or Dormant Company one Meeting of the Board in each half of a Calendar Year shall be sufficient and the gap between the two Meetings of the Board is not less than ninety (90) days.

4. Minimum number of three directors in the case of Public Company is three directors, two directors in the case of a private company and one director in the case of a One Person Company, shall be on the Board. The maximum Directors shall not exceed  fifteen .

5. Every company shall have at least one director who stays in India for a total period of not less than one hundred and eighty-two days during the financial year.

 6. Consequences of Non filings / delayed filings:-

a). Non Filing of the said Mandatory Forms shall lead to stringent penal consequences as laid down in the said provisions.

In case a Company fails to comply with the rules and regulations of the Companies Act, then the Company and every officer who is in default (generally Directors& KMPs) shall be punishable with the fine/penalty and other consequences for the period for which default continues as laid down in the related provisions.

b). The Penalties for non-filing/delay filing of other forms are as per the respective provisions, in addition to the additional fees up to 12 times of the normal filing fees.

c). KYC: No statutory/filing fee on submission of KYC within due date (i.e., on or before 30th September, 2022). Whereas a fee of Rs.5000/- is applicable after the due date. Non-filing of the KYC form within stipulated time leads to marking of DIN as ‘Deactivated due to non-filing of DIR-3 KYC.’ The de-activated DIN shall be re-activated only after e-form DIR-3-KYC /Web based verification is filed with fee of Rs. 5000/- for  default.

d). Annual Filings: Additional Fee Rs. 100 per day after the due date.

e). Form MGT-14- Penalty:

i). For Company:  Rupees Ten Thousand +  Rs. 100 per day (max. Rs. 2 Lakhs)

ii). For each Officer in Default:   Rupees Ten Thousand + 100 per day (max. Rs. 50,000/-)

f). Form BEN-1: Penalty: Rupees Fifty Thousand  +  Rs.1000 per day (max. Rs. 2 Lakhs)

g). Form BEN-2- Penalty:

i). For Company: Rupees One Lakh  +  Rs.500 per day (max. Rs. 5 Lakhs)

ii). For each Officer in default:  Rupees Twenty five thousand +  Rs.200 per day (max. Rs. 1 Lakh)

7. Holding of Meetings through Video Conferencing(VC) or other Audio Visual means (OAVM)

Type of meeting	can be conducted upto
Board meetings	Allowed for all matters
Extra Ordinary General Meetings (EGMs) ( except items where any person has a right to be heard)	30th  June 2022
Annual General Meeting (AGM)	30th  June 2022

8. Important aspects to be considered in relation to dues to MSMEs:

1. Interest is payable to the supplier of goods/services from the appointed day (i.e., 15 days from the date of acceptance/deemed acceptance) as provided in Section 16 of the MSMED Act 2006.

2. Reporting in Annual Financial statements as provided in Section 22 of the MSMED Act 2006.

3. Interest paid not allowed as deduction from Income as provided in Section 23 of MSMED Act 2006.

9. Treatment of CSR Unspent Amount:

The company shall deal with the unspent amount in the following manner:

Nature of Unspent Amount	Actionable	Timeline
Unspent amount pertains to ‘ongoing project’	Transfer such *Unspent amount to a separate bank account to be called as ‘Unspent CSR Account’ (a special account to be opened by the company in that behalf for that financial year in any scheduled bank).	Within 30 days from the end of the Financial Year. (i.e. 30.04.2022)
	*i) Such unspent amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer. ii) Company shall transfer the unspent amount, if any, to a Fund specified in Schedule VII, within a period of (30) Thirty days from the date of completion of the third Financial Year.
Unspent amount does not pertain to ‘ongoing project’	Transfer unspent amount to the Fund prescribed under Schedule VII	Within 6 months from the end of the financial year.

10. Changes in the CARO 2020 & the Sch. III to the Companies Act and others

a) The MCA has amended Schedule III and provided additional disclosures to financial statements, which is effective from 1 April 2021 onwards.

b) MCA had issued the Companies (Auditor’s Report) Order, 2020 (CARO 2020), which is applicable for audit reports to be issued on or after 1 April 1, 2021.

c) for the FY. commencing on or after 1st April, 2023, every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

d) Unique Document Identification Number (UDIN) being made mandatory from 1st July, 2019 for all Audit/Assurance/Attest function. The ICAI has increased the time limit of generating UDIN to 60 days from the date of the signing of certificates/reports /document instead of 15 days with effect from 17th September 2021.

Disclaimer: The above views are the personal views of the author and the Readers are requested to exercise their due diligence & take professional advice before taking any action.