- CS Lalit Rajput
- | Company Law - Articles
- 25 Jan 2020
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ROC Annual filing Process: (in-connection with AGM):
1. Hold a Board Meeting:
- To Authorize the auditor for the preparation of financial statements.
- To Authorize the Director / Company Secretary for preparation of Board Report and Annual Return and other relevant drafts.
2. Hold another Board Meeting
- To approve the draft financial statements, Board Report and Annual Return
- to fix the day, date, time and venue for the upcoming AGM.
Kindly Note that : Board Meeting intimation has to be sent to the directors physically / electronically at least seven days before meeting along with Agenda including notes to agenda thereof and other necessary documents.
In case of Listed Company :
- Intimation required to be sent to the Stock Exchange.
- Press Release for Board Meeting in Newspaper and on website of the company
3. Conduct Annual General meeting of the Company and pass the necessary resolutions.
Notice contained : Ordinary Resolutions (ADDA) and Special Resolutions.
> Some Important notes
- Financial statement (standalone & consolidated both) shall be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be the managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director. (As per Section 134 of the Companies Act, 2013)
- A clear 21 days’ notice for the general meeting shall be given to all the members, legal representatives of any deceased person, auditor, and every director of the company by physical or electronic mode. (As per Section 101 of the Companies Act, 2013)
- The notice should also contain the location map of the venue of the general meeting as per Secretarial Standards and should be placed on the website if any. (As per Section 101 of the Companies Act, 2013)
Kindly note that the financial statements are considered final only when the same is approved by the shareholders of the Company at the Annual General Meeting.
E-Forms to be Filed for ROC Filing Return (AGM)
| Name of E-form | Purpose of E-form | Due date of filing |
| Form ADT-1 | Appointment of Auditor | 15 days from the conclusion of AGM. |
| Form AOC-4 and
Form AOC-4 CFS (in case of Consolidated financial statements) |
Filing of Annual Accounts | 30 days from the conclusion of the AGM
(In case of OPC within 180 days from the close of financial year) |
| Form AOC-4(XBRL) | Filing of Annual Accounts in XBRL mode | 30 days from the conclusion of the AGM |
| Form MGT-7 | Filing of Annual Return | 60 days from the conclusion of AGM. |
| Form CRA-4 | Filing of Cost Audit Report | 30 days from the receipt of Cost Audit Report |
| Form MGT-14 | Filing of resolutions with MCA regarding Board Report and Annual Accounts | 30 days from the date of Board Meeting |
Board Meeting Requirements:
- Notice of Board Meeting
- Agenda
- Notes to Agenda
- Previous Meeting Minutes
- Attendance Slip/Register
- Notice of AGM
- Directors Report
- Financial Statements along with annexure,
- Cost Audit Report
- Independent Audit Report
General Annual Filing Forms Includes:
√ Form AOC-4 – Filing Financial Statements
√ Form MGT -7 : Annual Return (Shareholders List is mandatory)
√ ADT-1 : To appoint Auditors for Max. 5 years (not required to file for ratification)
√ DIR-12 : Regularization of Directors (Change Designation of Director from Additional to Whole time/ Independent etc.)
Disclaimer:
In No Event The Author Shall Be Liable For Any Direct, Indirect, Special Or Incidental Damage Resulting From Or Arising Out Of Or In Connection With The Use Of This Information.
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Authorisation to prepare financial statements to auditors: Authority can not be given in the board meeting. Financial statements are to be prepared by the company and auditors are to audit and prepare report thern. Authority to audit comes from shareholders by way of resolution passed in the AGM