Annual filing is basically the filing of company’s accounts and annual performance details to the Registrar of companies in the specified format. As a part of Annual Filing, Companies incorporated under the Companies Act 1956 or Companies Act 2013, are required to file the following e-Forms with the Registrar of Companies (ROC):
Applicable provisions: Section 137 of the Companies Act, 2013 read with Rule 12 of Companies (Accounts) Rules, 2014 and Section 92 of the Companies act, 2013 read with Rule 11 of Companies (Management and Administration) Rules, 2014.
FINANCIAL STATEMENTS:
Every company shall require to prepare its Financial statements and Board report containing the particulars as they may be require and submit to the Registrar of companies in the specified Form in the stipulated period of time.
Financial statements includes :
1. Balance sheet as at the end of the financial year
2. 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;
3. Auditor Report
4. Cash flow statement for the financial year;
5. Statement of changes in equity, if applicable; and
6. Any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv):
Provided that the financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement;
Board report includes:
1. The web address, if any,
2. Number of meetings of the Board;
3. Directors’ Responsibility Statement;
4. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;
5. A statement on declaration given by independent Directors under sub-section (6) of section 149;
6. In case of a company covered under sub-section (1) of section 178, company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178];
7. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made— by the auditor in his report; and by the company secretary in practice in his secretarial audit report;
8. Particulars of loans, guarantees or investments under section 186;
9. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;
10. The state of the company’s affairs;
11. The amounts, if any, which it proposes to carry to any reserves;
12. The amount, if any, which it recommends should be paid by way of dividend;
13. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;
14. The conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;
15. A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
16. The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;
17. In case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made;
18. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along nwith their status as at the end of the financial year
19. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
20. Such other matters as may be prescribed.
The Central Government may prescribe an abridged Board’s report, for the purpose of compliance with this section by One Person Company or small company.
Signing of 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 by the chairperson of the company where he is authorised by the Board or by two Directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.
The Board’s report and any annexures thereto shall be signed by its chairperson of 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.
Format: Every company shall file the financial statements with Registrar together with Form AOC-4
| Financial statements | AOC 4 |
| Consolidated financial statements | AOC-4 CFS |
| NBFC as per Ind AS | AOC-4 NBFC (Ind AS) |
| NBFC as per Ind AS (Consolidated) | AOC-4 CFS NBFC (Ind AS) |
| Companies covered under XBRL format | AOC 4 XBRL |
Every company covered under the provisions of sub-section (1) to section 135 shall furnish a report on Corporate Social Responsibility in Form CSR-2 to the Registrar for the preceding financial 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:
Time Period:
| Adopted in AGM | Within 30 days from the date of Annual General Meeting |
| Not adopted in AGM | Unadopted financial statements shall be filed with the Registrar within 30 days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose: |
| Where the AGM of a company for any year has not been held | Within 30 days of the last date before which the annual general meeting should have been held |
Provided also that a One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within 180 days from the closure of the financial year:.
Penalty:
If a company fails to file the copy of the financial statements before the expiry of the period specified the company shall be liable to a penalty of Rs. 10,000/- and in case of continuing failure, with a further penalty of Rs. 1000/- for each day during which such failure continues, subject to a maximum of Rs. 2,00,000/-,
The managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the Directors of the company, shall be liable to a penalty of Rs. 10,000/- and in case of continuing failure, with further penalty of Rs. 100/- for each day after the first during which such failure continues, subject to a maximum of Rs. 50,000/-.
ANNUAL RETURN:
Every company shall require to prepare its annual return and containing the particulars as they stood on the close of the financial year regarding—
1. Its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
2. Its shares, debentures and other securities and shareholding pattern;
3. Its members and debenture-holders along with changes therein since the close of the previous financial year;
4. Its promoters, Directors, key managerial personnel along with changes therein since the close of the previous financial year;
5. Meetings of members or a class thereof, Board and its various committees along with attendance details;
6. Remuneration of Directors and key managerial personnel;
7. Penalty or punishment imposed on the company, its Directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
8. Matters relating to certification of compliances, disclosures as may be prescribed;
9. Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors 6[Omitted]; and
10. Such other matters as may be prescribed,
Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed.
Signing of Annual Return: Every return shall be signed by the Director and the company secretary of the company, or where there is no company secretary, by a company secretary in practice: However, in case of one person company signing of company secretary of the company or in his absence director of the company.
Format: Every company shall file its annual return in Form No.MGT-7 except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return from the financial year 2020-2021 onwards in Form No.MGT-7A.
The annual return, filed by a listed company or a company having paid-up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8
Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report.
Time Period: Within 60 days from the date on which the Annual General Meeting is held or where no annual general meeting is held in any year, within 60 days 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 such fees or additional fees as may be prescribed
Penalty: Company and officer in default- Rs. 10,000/- and in case of continues failure, further penalty of Rs. 100/- for each day subject to maximum Rs. 2,00,000 in case of company and Rs. 50,000 in case of officer who is in default. Company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules made thereunder, he shall be liable to a penalty of Rs. 2,00,000/-.
Disclaimer: –The above mentioned article has been based on relevant provisions of Companies Act, 2013. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.
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