CS MADHURI J. BOHRA
As we all know that Lok Sabha has passed the Companies (Amendment) Bill, 2017 on 27th July, 2017 which contains the major amendments where one of the major amendment is additional fees of Rs. 100 per day in case of delay in filing of annual return and financial statement with the specified time under Act.
This article aims to provide an impact of proposed Companies (Amendment) Bill, 2017 on Non filing of annual return and financial statement.
PROVISIONS UNDER COMPANIES ACT, 2013
A. FILING OF FINANCIAL STATEMENT (SECTION 137):
A 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 this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed within the time specified under section 403.
B. FILING OF ANNUAL RETURN (SECTION 92):
Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty 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, within the time as specified, under section 403.
C. FEE FOR FILING ETC. (SECTION 403):
(1) Any document, required to be submitted, filed, registered or recorded, or any fact or information required or authorized to be registered under this Act, shall be submitted, filed, registered or recorded within the time specified in the relevant provision on payment of such fee as may be prescribed:
provided that any document, fact or information may be submitted, filed, registered or recorded, after the time specified in relevant provision for such submission, filing, registering or recording, within a period of two hundred and seventy days from the date by which it should have been submitted, filed, registered or recorded, as the case may be, on payment of such additional fee as may be prescribed:
|PARTICULARS||EXISTING PROVISIONS UNDER COMPANIES ACT, 2013||PROPOSED AMENDMENT AS PER COMPANIES (AMENDMENT) BILL, 2017|
|SECTION 403||As per above mentioned provisions of Companies Act, 2013 if company fails to file Annual form within the additional time prescribed under Section 403 (i.e. 270 days) then company have to file application with NCLT for compounding of offence u/s 137 and 92.
|It is proposed to remove the reference of Section 403 from the section 137 and 92 under Companies Amendment Bill, 2017.
It means once the bill becomes Act, no additional time of 270 days shall be available for filing of MGT‐7 and AOC‐4 u/s 92 & 137. However, the requirement of compounding shall be trigger from 31st day and 61st day of Annual General Meeting.
|ADDITIONAL FEES||As per section 403 of the Companies Act as mentioned above.||In the proposed Companies (Amendment) Bill, 2017 It is proposed that if any company fails to comply with the provisions of Section 92 & 137 the Companies Act, 2013 i.e. filing of e‐form MGT‐7 and AOC‐4 with in period of 60 days and 30 days of date of Annual General Meeting ‘
Then it proposed in the bill that the Company can file such form subject to additional fees of Rs. 100/‐ per day and different amounts may be prescribed for different classes of companies.
|l FOR EXAMPLE||ADDITIONAL FEES in case if company file annual return and financial statement after 300 days of statutory period requirement then it is Rs. 3600/‐||Whereas if Company file annual return and financial statement as on 301 days after statutory period requirement under Act then, then it is Rs. 30100/‐|
|l TWO OR MORE THAN TWO TIMES DEFAULT IN FILING ANNUAL RETURN AND FINANCIAL STATEMENT||As per section 403 of the Companies Act as mentioned above.||If the Company commits default of 2 or more occasions in filing of documents, facts or information required u/s 92 and 137 of the Act, the Company has to pay higher additional fee, as may be prescribed and which shall not be lesser than ‘ Twice the Additional Fees’ as mentioned above.|
Therefore, one can have an opinion that it is urgent and important for all the Corporates and professionals to file all the pending annual e forms if any with the ROC at the earliest. Before passing of Amendment Bill, 2017 from the Rajya Sabha.
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DISCLAIMER: The information given in this article has been made on the basis of the provisions stated in the Companies (Amendment) Bill, 2017 and Companies Act, 2013. It is based on the analysis of the facts and my understanding and interpretation of applicable laws as on date. I expressly disclaim any financial or other responsibility arising due to any action taken by any person on the basis of this article.