CA Amresh Vashisht, Meerut
Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year. If Financial of Company started before 01.04.2014 then Annual Statement will file in e-form 23AC, 23ACA for this financial year instead of AOC-4. Further there is no Need of Professional Certification in e-form MGT-7 of Small Company and One Person Company.
1. E-FORM: ANNUAL RETURN , MGT-7 SECTION 92
Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March. The Attachments shall be a. List of shareholders & Debenture Holders and if any b. Approval letter for extension of AGM &c. Copy of MGT-8(The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8.) . Related section & Rules are Section 92(1) of the Companies Act, 2013 and rule 11(1) of the Companies (Management and Administration) Rules, 2014.
2. E-FORM: FINANCIAL STATEMENT, AOC-4 SECTION 137
Companies are required to file its Balance Sheet along with statement of profit and Loss account and Auditors Report in this form. The Attachments shall be Balance Sheet, Statement of Profit & Loss account, Directors’ Report, Auditors’ Report & MGT-9. Further , if any Secretarial Audit Report, Statement of subsidiaries/ Associates/ Joint Ventures as required under section 129 in the format of Form AOC-1 Company CSR policy and Details of salient features and justification for entering into contracts/ arrangements/transactions with related parties as per Sub-section (1) of section 188 ( Form AOC-2). Time period for filing is within 30 days of Holding of Annual General Meeting – Related Section 129(3), 137 of the Companies Act.2013 and Rule 12(1) of the Companies (Accounts) Rules, 2014
3. Attachment : Extract of Annual Return, MGT – 9
Independent Form with numerous details of working details. A check list be prepared to fill. This form shall be an attachment to AOC -4 above. The said form carried a point number II on principle business activity of Company for mentioning NIC code or the product or services. . Details of such codes are provided in the Instruction Kit of MGT-7. Annexure C titled as Business Activity Code List.
4. Attachment : If Co having Any Subsidiary/ Associate/ Joint Venture Co – AOC-1As per provisions of Section 129(3) read with Rule 5 every company which have any subsidiary/Associate/Joint Venture Company required to attach AOC-1 along with AOC-4.
5. Attachment : Information relating to Related Party Transaction- AOC-2
As per provisions of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.This is in Pursuant to clause (h) of sub-section (3) of section 134. This is a 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.
PENALTIES RELATED TO ANNUAL FILLING.
A. SEC 92 (5):FAILURE IN FILING ANNUAL RETURN
If the company fails to file its annual return before the expiry of the period specified even with the additional fee, then the Company shall be punishable with a fine which shall not be less than Rs.50,000/- but which may extend to Rs. 5,00,000/- and every officer of the company who is in default shall be punishable with
a. imprisonment for a term which may extend to 6 months or
b. with fine which shall not be less than Rs. 50,000/- but which may extend to Rs. 5 Lac, or
c. with both
B. SEC 92 (6): DEFAULT IN CERTIFYING ANNUAL RETURN BY THE PCS
If a company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules made there under, he shall be punishable with a fine which shall not be less than Rs. 50,000/- but which may extend to Rs. 500,000.
25 POINTS – READILY INFORMATION FOR ANNUAL FILING
1. PAN of the company
2. Corporate Identity Number (CIN) of the company
3. Date of Previous AGM
4. DETAILS OF PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:-
a) Main Group Activity Code:
b) Description of Main Group Activity Code:
c) Business Activity Code:
d. Description of Business Activity:
e) % to Total Turnover of the Company:
5. DETAILS OF EQUITY /PREFERENCE SHARE CAPITAL:
a) Authorised SC:
b) Issued, Subscribed Paid up SC:
c) FV of Equity Share:
d) Nominal Value Per Share:
6. Increase/ decrease in share capital during the year:
7. Details of shares/debentures transferred since closure date of last f.y:
8. Debentures outstanding as at end of f.y:
9. Increase in debentures during the year:
10. Decrease in debentures during the year:
11. Securities other than shares & debentures:
12. Turnover of the company:
13. Net worth of the company:
14. Shareholding pattern:
15. Total no. of shareholders:
16. DETAILS OF DIRECTORS & KEY MANAGEMENT PERSONNEL:
a) No of Directors at the Beginning & End of the Year:
b) % of Shares held by Directors:
c) Name, DIN, Designation, No. of Equity Shares held & Date of Cessation:
17. DETAILS OF BOARD MEETINGS HELD
a) Date of Meeting:
b) No of Directors as on date of Meeting:
c) No. of Directors who attended the Meeting:
d) Percentage of shares by Directors.
18. REMUNERATION TO DIRECTORS:
c) Gross Salary, Commission, Others:
19. Complete list of shareholders, debenture holders:
20. Date of board resolution in which annual accounts were approved:
21. Details of principal products or services (in case company has turnover):
22. Details of any related party transactions:
23. 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;
24. Matters relating to certification of compliances, disclosures as may be prescribed;
25. Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them;
(About the Author– Author was Member of ICAI- Capacity Building Committee 2010-11 and ICAI- Committee For Direct Taxes 2011-12 and can be reached at email [email protected] or on phone Phone: 0 1 2 1-2 6 6 1 9 4 6. Cell: 9 8 3 7 5 1 5 4 3 2 having office at 1 1 5, Chappel Street, Meerut Cantt, UP, INDIA)