IS FILING ANNUAL RETURN OF THE COMPANY OPTIONAL OR MANDATORY?

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Companies in India must conduct an Annual General Meeting at the end of each financial year and file an annual return with the Ministry of Corporate Affair to maintain compliance. For newly incorporated Companies, the Annual General Meeting should be held within 15 months from date of incorporation or 9 months from the date of closing of financial year, whichever is earlier. Subsequent Annual General Meeting should be held within 6 months from the end of that financial year. In India, normally the financial year starts on April 1st and end on 31st March. So a Company’s annual return would be on September 30th.

Annual return contains the information as pertaining to the previous financial year

  1. Details of registered office, principal business activities, particulars of its holding, subsidiary and associate companies.

  2. Details of shares, debentures and other securities and shareholding pattern.

  3. Details of indebtedness.

  4. Details of its members and debenture-holders along with changes therein since the close of the previous financial year.

  5. Details of promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year.

  6. Details of meetings of members or a class thereof, Board and its various committees along with attendance details.

  7. In case of limited company, the remuneration of directors and key managerial personnel must be provided;

  8. Details of 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.

  9. Details of matters relating to certification of compliances, disclosures as may be prescribed.

  10. Details 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 the.

  11. Details of other matters as may be prescribed, and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice.

As a part of Annual Filing, Companies incorporated under the Companies Act 1956 or Companies Act 2013, are required to file the following e-Forms with the Registrar of Companies (ROC)

 Form AOC-4: For filing financial statement and other documents (For FY start on or after 01.04.2014)

 Form AOC-4 CFS: Form for filing statement containing salient features of consolidated financial statement of a group (For FY start on or after 01.04.2014)

 Form AOC4-XBRL: For filing XBRL document in respect of financial statement and other documents (For FY start on or after 01.04.2014) in only following cases:

  • Companies listed with stock exchange

  • Companies having paid-up-capital of five crore rupees or above

  • Companies having turnover of one hundred crore rupees or above

  • Companies required to prepare financial statements in accordance with Companies(Indian Accounting Standards) Rules, 2015

 Form MGT-7: Form for filing Annual Return by Companies having share capital (For FY ending on or after 01.04.2014

Authentication and Authorized Person for Signature

As per Section 134 of the Companies Act, 2013 the financial statement, including consolidated financial statement.

if any, 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 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.

Final Thoughts

From the above, we can conclude that all the Companies registered under the Act, will have to file their annual accounts and annual return as per the provisions of the Companies Act, 2013 through MCA portal within the prescribed time period(i.e., Form AOC-4 to be filed within 30 days from AGM and Form MGT-7 to be filed within 60 days of AGM).

Well, that was all about MCA Annual Returns with respect to companies, please contact us if you have any queries.

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