This comprehensive guide delves into the intricacies of annual filing for the financial year 2022-23. It covers various crucial aspects such as signing and approval of financial statements, Importance of Board Meeting for Annual Filing, General Meeting, AGMs, directors’ reports, auditors’ reports, Financial Statement, Adjudication, CARO compliance, Check Points and more. By providing insights into each aspect, this guide ensures that companies are well-prepared for their annual filing obligations.
Here is a list of important documents required for annual filing:
- Notice of AGM (Annual General Meeting)
- Directors’ Report
- Auditors’ Report
- CARO (Companies (Auditor’s Report) Order)
- Schedule III – Financial Statement
- List of Shareholders & Directors
- MGT-8 (Form for filing Annual Return by a company having a share capital)
Annual Filing based on limits:
Que 1: Which Companies are not required to prepare Cash Flow Statement? (Adjudication & Shifting matter reference)
Que 2: Which Companies are required to convert financial statements into XBRL?
Que 3: Once an XBRL is applicable, shall be applicable for the life of Company?
A. SIGNING AND APPROVAL OF FINANCIAL STATEMENT:
Que 1: Whether Financial Statement can be approved in BM through Video Conferencing?
Ans: Ministry has issued, The Companies (Meetings of Board and its Powers) Amendment, Rules 2021 passed on 15th June 2021. These Rules came into effect from 15th June 2021.
Section 173 of Companies Act, 2013 allows to hold Board Meeting through physical as well as video conferencing mode. However, Rule 4 restricts some matters (mentioned below) which can’t be discussed in Board Meeting through Video Conferencing.
Que 2: How to sign the Financial Statement and other Annual documents if BM held through Video Conferencing?
Ans: There are two options for signing of Financial Statement:
- Physically Sign by Directors
- Digitally sign by Directors
Que 3: If Directors sign the Financial Statement physically, which approved in Board Meeting held through VC. Then what should be date of signing of both Directors?
- Whether both directors can sign on same Date?
- Whether the date should be different for both?
Que 4: If Directors sign the financial statements on different dates. In which date auditor shall sign the Auditors Report?
Que 5: If Directors / Auditors sign the financial statement on different dates then whether one BM is enough or more than one BM is required for approval of annual documents?
Que 6: Whether DIN is mandatory to mention DIN in Directors Report/ Financial Statements of the Company? (Adjudication Matter)
Que 7: Whether Companies are required to file any form with ROC for approval of Financial Statement & Directors Report?
Que 8: How long does a company have to maintain the recording of video conferencing in their records? (Important for Auditor)
B. Deemed public Company:
Que B-1: What is the meaning of Deemed Public Company?
Que B-2: How the status of a deemed public company can impact the Annual Filing of the Company.
C. IMPACT OF AUDIT TRAIL ON ANNUAL FILING:
The audit trial has been applicable on the Companies w.e.f. 01st April 2023. This will impact the Annual Filing of FY 2022-23 in a very important manner.
Que C-1: On which Companies Audit Trail is not Applicable?
Que C-2: What is the due date of signing of Financial Statement and what is the Due date of generation of UDIN by the Auditor for this purpose?
Note: Auditors should work carefully by keeping in mind the audit for the next FY, i.e., 2023–24. As of next financial year, they have to report on the audit trail.
D. ANNUAL GENERAL MEETING:
Que D-1: Whether AGM can be held through Video Conferencing for the FY 2022-23?
Que D-2: What is the Due Date of AGM if Company holding it through Video Conferencing?
Que D-3: Whether AGM can be held outside India?
Que D-4: What are the mandatory Compliances if Company held AGM through Video Conferencing?
i. Company needs to file MGT-14 for all the resolutions passed in the AGM.
ii. The company is required to publish the script of Video Conferencing on their website.
Que D-5: Whether AGM can be held out of the city, Town, Village in which Registered office is situated?
Ans: Every annual general meeting shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.
Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:
Que D-6: If there are two shareholders and one is living outside India. Whether his proxy can attend AGM in India on his behalf?
Que D-7: Whether AGM can be held on Sunday or any festival day?
Que D-8: Is there any time restrictions on holding of AGM?
E. ONE PERSON COMPANY:
Que E-1: What is the Due Date of AGM of OPC and whether OPC required to hold AGM?
Que E-2: What is the due date of filing of AOC-4 of OPC?
Que E-3: What is the due date of filing of MGT-7A of OPC?
F. Important precautions for annual filing:
Que F-1: Whether figures in AOC-4 should be actual or round off?
Que F-2: Whether figures in AOC-4 XBRL should be actual or round off?
Que F-3: What is the time period of Creation/ Modification of Charges?
Que F-4: Whether figures mentioned in Financial Statement in respect of Loan/ Advances should be similar to DPT-3 or there could be differences?
Que F-5: What is the responsibility of Auditor the financials and CS signing the MGT-7 in respect of loan taken from directors / relative of directors?
G. DIRECTORS REPORT:
Que G-1: Whether MGT-9 is required to prepare for a Company having Website?
Que G-2: Whether there is any change in disclosure of Directors Report for FY 2022-23?
Que G-3: Whether there is any difference between directors’ report of Small and non-Small Company?
Disclosure Requirement in Directors Report of OPC and Small Company.
Que G-4: Who will sign the Directors Report?
Que G-5: Who will sign the Annexure to Board Directors Report?
Que G-6: Who will sign annexure in relation to corporate social responsibility?
Que G-7: Whether Small Companies are required to publish Annual Return on its Website, if any
Que G-8: Whether Directors Report prepare on the basis of Standalone Financial Statement or Consolidated financial Statement?
H. CONSOLIDATED FINANCIAL STATEMENT:
Que H-1: When Companies are required to Prepare Consolidated Financial Statement?
Que H-2: Whether Small Company or OPC must prepare Consolidated Financial Statement, in case of Subsidiary or Associate
I. MGT-8:
Que I-1: Whether a Non-Peer-Reviewed firm can sign MGT-8 for FY 2022-23?
Que I-2: Whether a Non Peer-Reviewed firm can sign MGT-7 for FY 2022-23?
√ Peer Review
√ Attachment
√ Related Party Transaction
√ Cost Audit
√ Round off in AOC 4 and XBRL
√ CSR
√ MGT-9
√ Website Compliance
Conclusion: By meticulously dissecting each aspect of annual filing for the financial year 2022-23, this guide equips companies and professionals with the knowledge needed to navigate the complexities of the process. Understanding these key elements ensures accurate and compliant annual filings, fostering transparency and credibility.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
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