ALL ABOUT ANNUAL FILING BY COMPANIES WITH REGISTRAR OF COMPANIES

Introduction: FORM AOC-4

All companies under Companies Act 2013 are required to file annually Form AOC-4 (Financial Statement), AOC 4 XBRL (Financial Statement in extensible business reporting language), Form MGT-7(Annual Return), Form AOC-4 CFS (Companies which have Subsidiary/Associate company /Joint Ventures).  Financial statements provide information of great significance to the stakeholders. It gives a broad financial picture of the affairs of the company during the financial year. Mandatory disclosure through financial statement including Auditor’s Report and Board’s Report is a method of providing information to the shareholders and the public about the financial position and activities of the company so as to enable its members to exercise a more intelligent and purposeful control thereon. Financial Statements of a company are required to be filed with the Registrar of Companies in Form AOC-4 every year for each Financial Year within thirty days of its Annual General Meeting.  As per Section 137 of Companies Act 2013, 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. Following companies are required to file AOC 4 XBRL (extensible business reporting language):

• All companies listed with any stock exchange in India and their Indian subsidiaries.
• All companies with a paid up share capital of Rs 5 crores or above.
• All companies with a turnover of Rs 100 crores or more.
• All companies which were covered till date under the Companies Rules 2011.

Every company shall file its financial statement in Form No. AOC-4 (It is an electronic form provided by the Ministry of Corporate affairs for filing of financial statement by companies and maintained by the Registrar of Companies via electronic mode and on basis of the financial statement including Auditor’s Report and Board’s Report given by the company), containing the particulars as they stood on the close of the financial year regarding— A. Part I: Information and Particulars in respect of Balance sheet (Part A)

• General Information of the company.
• Details of Directors Signing financial statements, Boards’ Report with date of signing.
• Details regarding whether the AGM was held and if yes date of AGM.
• Particulars of the holding company and subsidiary company (if any) as defined under clause (87) of Section 2 of Companies Act 2013.
• Particulars of the auditor /auditor’s firm.
• The type of company and the applicability of Schedule III of the Companies Act 2013
• Matters pertaining to the applicability of consolidated financial statements and the maintaining of books in the electronic form.

B. Part II: Information and Particulars in respect of Balance sheet, with regard to the financial parameters of the balance sheet. C. Part III: Information and Particulars in respect of Profit & Loss Account with detailed profit & Loss items and details related to principal products/services of the company. D. Part IV: Reporting of Corporate Social Responsibility: Regarding its applicability of CSR as per Section 135 of the Companies Act 2013 along with the turnover and net worth, average Net profit of the company for the last three financial years and prescribed CSR expenditures. E. Part V: Disclosure about related party transactions: Particulars of contracts entered on arm’s length basis and those not entered on arm’s length basis has to be given in a detailed manner. F. Auditor’s Report

• Comment of CAG under Section 143 of the Companies Act 2013 (Applicable in case of Government Company).
• Disclosure regarding CARO applicability and Secretarial Audit Applicability.

Signing and Certification of Financial Statement:

Form AOC-4 need to be signed by a director and Practicing Chartered Accountant/Cost Accountant/ Company Secretary. (Certification by professionals requires only in case of listed companies, companies other than small company and Section 8 company)

Due Date of filing Financial Statement in Form AOC-4:

Every company shall file with the Registrar a copy of the financial statement in Form AOC-4, within thirty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within thirty days from the date on which the annual general meeting should have been held.

Documents to be filed with Form AOC-4

• Copy of financial statements duly authenticated as per section 134(including Board’s report, auditors’ report and other documents).
• Company CSR policy as per s sub-section (4) of section 135 (if CSR applicable to the company)
• Secretarial Audit Report (if applicable to the company).
• Details of remaining CSR activities (if applicable to the company).

Introduction: FORM MGT-7

Sec 92 of Companies Act 2013: (Annual Return)

• As per Sec 92 of Companies Act 2013, 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.
• Every company shall prepare its annual return (hereinafter referred to as the annual return) in Form No. MGT-7 (It is an electronic form provided by the Ministry of Corporate affairs for filing of annual return by companies and maintained by the Registrar of Companies via electronic mode and on basis of the statement of correctness given by the company), 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 indebtedness;
  4. its members and debenture-holders along with changes therein since the close of the previous financial year;
  5. its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
  6. meetings of members or a class thereof, Board and its various committees along with attendance details;
  7. remuneration of directors and key managerial personnel;
  8. remuneration of directors and key managerial personnel;
  9. 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;
  10. matters relating to certification of compliances, disclosures as may be prescribed;
  11. Shareholding pattern of the company; and such other matters as required in the form.
• 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.

Signing and Certification of Annual Return:

• Annual Return need to be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice.
• In case of One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
• The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

Due Date of filing Annual Return in Form MGT-7:

Documents to be filed with Form MGT-7

• List of shareholders, debenture holders.
• Approval letter for extension of AGM;(if any)
• Copy of MGT-8 (Mandatory for Listed Company, or a company having a paid-up share capital of Rs. 10 Crores or more, or a company with a turnover of Rs. 50 Crores or more).
• Optional Attachment(s), if any