1. ANNUAL RETURN
Section 92 of the Companies Act, 2013 requires every company to prepare a return “The Annual Return” in Form No. MGT.7 containing the following particulars:
a) its registered office, principal business activity, particulars of its holdings, subsidiaries and associates companies
b) its shares, debentures and other securities, share holding pattern
c) its members and debenture holders along with changes therein since the close of the previous financial year
d) its promoters, directors key managerial personnel along with changes therein since the close of the previous financial year
e) meeting of members or class thereof, Board and its various committees with details
f) remuneration of directors and key managerial personnel
g) 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.
h) matters relating to certification of compliance disclosures as may be prescribed
i) details in respect to shares held by or on behalf of foreign institutional investors indicating their names address countries of incorporation registration and percentage of shareholding held by them and
j) such other matters as may be prescribed.
Signing of Annual Return: The Annual Return shall be signed by a director and the company secretary or where the is no company secretary a company secretary in practice (In case of one person company and small companies the annual return shall be signed by the company secretary or where there is no company secretary by director of the company) and file the same with the Registrar of Companies within 60 days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within 60 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 (sub section 4 of section 92).
Period of delays: Delay beyond period provided under Section 92[4) of the Act
Additional fee payable (in Rs): One Hundred per day
“One Person Company” means a company which has only one person as a member;
“Small Company” means a company, other than a public company:
(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than [ten crore rupees]; [and]
(ii) turnover of which [as per profit and loss account for the immediately preceding financial year] does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than [one hundred crore rupees:]
Certification: The 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. MTG.8 [rule 11 of Companies (Management and Administration) Rules, 2014].
Extract of Annual Return: the extract of the annual return to be attached with the Board’s Report and shall be in Form No. MTG.9 [rule 11 of Companies (Management and Administration) Rules, 2014].
Offence & Penalty: If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees. (sub section 5 of section 92).
Apart from penalty for default, it may expose the company and its directors to other regulatory action by Income tax authorities and a delicate risk perception by banks and other financial institutions who extend financial assistance.
2. ANNUAL GENERAL MEETING (AGM)
Section 96 of the Companies Act 2013 requires Every company other than a One Person Company shall in each year hold an annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
In case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year. If a company holds its first annual general meeting as aforesaid, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation:
The Registrar may, for any special reason, on application made by the company may extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.
Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday and 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 situate:
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.
Offence & Penalty: If any default is made in holding a meeting of the company or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues (Section 99).
Notice of Meeting: A General meeting of a company may be called by giving not less than clear twenty-one days’ notice. The expression “clear twenty-one days” means 21 days exclusive of the day of service of notice and of the day on which the meeting is to be held. The notice is to be given to all member’s legal representative of any deceased member or the assignee of the insolvent member, the auditors and directors in writing or through electronic mode. A short notice may be given to convene a general meeting including annual general meeting if consent of ninety-five percent (95%) of the members entitled to vote has been given in writing or by electronic mode (Section 101).
Report on Annual General Meeting: Every listed public company shall prepare a report in Form No. MGT.15 on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of the Companies Act, 2013 and rules made there under [Section 121 of the Companies Act, 2013 and The Companies (Management and Administration) Rules 2014].
A copy of this report to be filed with the Registrar within 30 days of the conclusion of the annual general meeting. If the company fails to file the report before the expiry of the period specified therein, such company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty which shall not be less than twenty-five thousand rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees.
3. COPY OF FINANCIAL STATEMENT (AUDITED BALANCE SHEET AND THE STATEMENT OF PROFIT & LOSS ACCOUNT) TO BE FILED WITH REGISTRAR (SECTION 137)
Filing of financial statements adopted at the annual general meeting: 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, duly adopted at the annual general meeting of the company, shall be filed with the Registrar in Form No. AOC.4 (consolidated financial statement if any in Form No. AOC.4 CFS) within 30 days of the date of annual general meeting.
In case the period within which a document required to be submitted under section 92 or \137 of the Act expires, the additional fee mentioned in Table shall be payable:
Period of delays: Delay beyond period provided under Section 137 (1) of the Act
Additional fee payable (in Rs): One Hundred per day
Filing of un-adopted accounts: In case the accounts are not adopted at annual general meeting or in adjourned meeting the un-adopted accounts shall be filed with the registrar within 30 days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting.
Financial statements adopted in adjourned annual general meeting: Financial statements adopted in the adjourned annual general meeting shall be filed with the Registrar within 30 days of the date of such adjourned annual general meeting with such fees or such additional fees as prescribed.
One Person Company: One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial year.
Accounts of Subsidiaries incorporated outside India to be attached: Under this new provision every company at the time of filing financial statements with the Registrar, shall also attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not established their place of business in India.
Filing of unaudited financial statement of foreign subsidiary: In the case of a subsidiary which has been incorporated outside India (herein referred to as “foreign subsidiary”), which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the requirements of the fourth proviso shall be met if the holding Indian company files such unaudited financial statement along with a declaration to this effect and where such financial statement is in a language other than English, along with a translated copy of the financial statement in English. (Inserted by The Companies (Amendment) Act, 2017 – Amendment Effective from 7th May 2018)
Failure to Hold Annual General Meeting: If a company, private or public, having a share capital or not, limited or unlimited fails to comply with the provisions of Section 96 i.e., does not hold its AGM within the prescribed time then the Tribunal under Section 97 of the Act of 2013 is empowered to call or direct the calling of AGM of such company on the application of any member of the company and further order for any consequential or ancillary measures or directions as it deems fit or appropriate under the circumstances. Such meeting held under the directions of the tribunal shall be deemed to be an AGM of such company.
Offence & Penalty: If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.
Companies (filing of documents and forms in Extendable Business Reporting Languages) Rules 2015: The following classes of companies shall file their financial statements and other documents under section 137 of the Companies Act 2013 with the Registrar in Form No. AOC.4 XBLR for the financial year commencing on or after 1st April 2014 using the XBLR taxonomy:
I. companies listed with stock exchanges in India and their Indian subsidiaries;
II. companies having paid up capital of five crore rupees or above;
III. companies having turnover of one hundred crore rupees or above;
IV. all companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015
Provided that the companies preparing their financial statements under the Companies (Accounting Standards) Rules, 2006 shall file the statements using the Taxonomy provided in Annexure-II and companies preparing their financial statements under Companies (Indian Accounting Standards) Rules, 2015, shall file the statements using the Taxonomy provided in Annexure-II A: Provided further that non-banking financial companies, housing finance companies and companies engaged in the business of banking and insurance sector are exempted from filing of financial statements under these rules.
The Ministry of Corporate Affairs provided for a separate Form No. AOC.4 CFS for filing of consolidated financial statements by Companies, which are not required to file its financial statements in XBRL format. In other words, the companies which are not required to file its financial statements in XBRL format are required to file Form No. AOC.4 for its standalone financial statements and additionally Form No. AOC.4 CFS for its consolidated financial statements. Form No. AOC.4 CFS can be filed by the companies only after filing and approval of the Form No. AOC.4 (Circular No. 10/2015 dated 13th July 2015).