Monday, June 18, 2018

DEADLINES FOR LODR COMPLIANCES UNDER NSE / BSE LISTING AGREMENT IN JULY 2018


DEADLINES FOR LODR COMPLIANCES UNDER NSE / BSE LISTING AGREMENT IN JULY 2018

COMPLIANCE CALENDAR FOR LISTED COMPANIES

Under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015


Practicing Company Secretary, R V Seckar, 09848915177 rvsekar2007@gmail.com,



Regulation Reference
Period Covered
Last date of filing
Mode of filing at NSE
Mode of filing at BSE

Reg. 27(2)(a):Corporate Governance Report Quarterly Compliance Report on Corporate Governance in prescribed format (applicable on the listed companies having paid up capital of more than 10 cr. And more than 25 cr. Of net worth)(Within 15 days of close of the quarter)
i) April 2018 to June 2018-Q1
i) 15th July 2018
NEAPS
BSE LISTING CENTRE

Reg. 13(3):Statement Grievance Redressal Mechanism– A statement giving number of investor
i) Complaints pending at the     beginning of the quarter
ii) Complaints received during the quarter
iii) Complaints disposed during the quarter
iv) Complaints remaining unresolved at the end of quarter
(Within 21 days of close of the quarter)

i) April 2018 to June 2018-Q1
i) 21st July 2018
NEAPS
BSE LISTING CENTRE

Reg. 31(1)(b):Shareholding Pattern– Shareholding Pattern
(Within 21 days of close of the quarter)

i) April 2018 to June 2018-Q1
i) 21st July 2018
NEAPS
BSE LISTING CENTRE

Reg. 32(1):Statement of deviation and variation– Statement of deviation and variation on quarterly basis for public issue, right issue, preferential issue indicating deviation as per regulation 32(1)
i) April 2018 to June 2018-Q1
i) 31st July 2018
NEAPS
BSE LISTING CENTRE

Reg. 29(1)(a) & Proviso of Sub-Reg. (2):Prior intimation of Board Meeting for financial results-Prior intimation of Board Meeting in which financial results is proposed to be considered and such intimation shall include the date of such meeting of Board of Director
i) April 2018 to June 2018-Q1
At least five days inadvance(excluding the date of intimation to stock exchange and date of Board Meeting.
(5 Clear days)

NEAPS
BSE LISTING CENTRE

Reg. 33(3)(a):Financial Results– Quarterly financial results with Limited Review Report.
Reg. 33(3)(d):Annual Financial Results– Audited standalone and consolidated financial results for the financial year along with audit report and either form A (unmodified report) or Form B (modified report)
(Within 45 days of close of the 1st, 2ndand 3rd quarter and Within 60 days of close of the 4thquarter)

i) April 2018 to June 2018-Q1
i) 14th Aug 2018
NEAPS
BSE LISTING CENTRE

Reg. 34(1):Annual Report– Annual Report to stock exchange within 21 working days of it being approved and adopted in the Annual General Meeting as per provision of Companies Act, 2013
i) April 2017 to March 2018
Within 21 working days from the AGM
NEAPS
BSE LISTING CENTRE

Reg. 44(3):Voting Result– The listed entity shall submit to stock exchange, within 48 hours of conclusion of general meeting, details regarding the voting results in specified format.
Voting at General Meeting
Within 48 hour form the conclusion of general meeting
NEAPS
BSE LISTING CENTRE




Practicing Company Secretary, R V Seckar, 09848915177 rvsekar2007@gmail.com,


Thursday, June 14, 2018

COMPANIES AMENDMENT ACT 2017-MCA vide its notification has notified the following sections of Companies Amendment Act 2017.


MCA vide its notification has notified the following sections of Companies Amendment Act 2017.

Companies (Significant Beneficial Owners) Rules, 2018

 MCA vide its notification has notified the following sections of Companies Amendment Act 2017.

Section of CA 2017
Corresponding Section under CA 2013
Section Title
Amendment
Section 22
Section 90
Register of significant beneficial owners in a company
Register of significant beneficial owners.-
(1) The company shall maintain a register of significant beneficial owners in Form No. BEN-3.
(2) The register shall be open for inspection during business hours, at such reasonable time of not less than two hours, on every working day as the board may decide, by any member of the company on payment of such fee as may be specified by the company but not exceeding fifty rupees for each inspection.
Section 24
Section 93 (Omitted)
Return to be filed with the Registrar in case of promoter stake changes
Return of significant beneficial owners in shares.- where any declaration under rule 3 is received by the company, it shall file a return in Form No. BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of declaration by it, along with the fees as prescribed in companies (Registration offices and fees) Rules, 2014.
Section 25
Section 94
Place of Keeping and inspection of registers and returns etc.
Register of significant beneficial owners.- (1) The company shall maintain a register of significant beneficial owners in Form No. BEN-3. (2) The register shall be open for inspection during business hours, at such reasonable time of not less than two hours, on every working day as the board may decide, by any member of the company on payment of such fee as may be specified by the company but not exceeding fifty rupees for each inspection

R V Seckar Practicing Company Secretary, 09848915177 rvsekar2007@gmail.com,


Declaration of significant beneficial ownership in shares under section 90.-

Declaration of significant beneficial ownership in shares under section 90.-
(1) Every significant beneficial owner shall file a declaration in Form No. BEN-I to the company in which he holds the significant beneficial ownership on the date of commencement of these rules within ninety days from such commencement and within thirty days in case of any change in his significant beneficial ownership.

(2) Every individual, who, after the commencement of these rules, acquires significant beneficial ownership in a company. shall file a declaration in Form No. BEN-I to the company, within thirty days of acquiring such significant beneficial ownership or in case of any change in such ownership.

R V Seckar Practicing Company Secretary, 09848915177 rvsekar2007@gmail.com,

Non- Applicability of Postal Ballot to One-Person Company and other companies having members up to two hundred.

Section 90 read with sub-section (l) of section 469 of the Companies Act,2013
in rule 22, in sub-rule (16) for the proviso, the following shall be substituted, namely:-

"Provided that any aforesaid items of business under this sub-rule, required to be transacted by means of postal ballot, may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section:
Provided further that One Person Companies and other companies having members up to two hundred are not required to transact any business through postal ballot"


Companies (Management and Administration) Second Amendment Rules, 2018

No Need to File MGT-10 When there is a Change in Promoter’s Holding of 2% Promotors Holding 

Rule 13 & form MGT-10 shall be omitted – The change is due to implementation of Companies Amendment Act, 2017 wherein section 93 is omitted.

Pursuant to Amendment, the company is not required to file any return in form MGT-10 with ROC on change of 2% shareholding of promoters.

No Need to File MGT-14 for Keeping Register of Members other than Registered Office


Rule 15, the sub-rule(6), shall be omitted – The change is due to implementation of Companies Amendment Act, 2017 wherein part of section 94 proviso is omitted.
Pursuant to Amendment, the company is not required to file form MGT-14 for special resolution passed to keep register of members and Annual Returns at any other place other than registered office of the company.

EGM can be held in any place in India

Rule 18, in sub-rule (3), Explanation after clause (ix), shall be omitted – – The change is due to implementation of Companies Amendment Act, 2017 wherein new proviso to section 100(1) is inserted
Pursuant to Amendment, the company shall hold EGM at any place within India except WOS of company incorporated outside India.


Tuesday, June 5, 2018

Important Amendments and Developments under Companies Act 2013

Important Amendments and Developments under Companies Act 2013

SEBI’s Latest Notification about dissemination 

of Financial Results by Listed Companies


On May 9, 2018, SEBI issued a Notification and amended of the SEBI LODR Regulation, 2015 in respect of financial results of listed companies. The following amendment will take place w.e.f. April 1, 2019

(a) Listed entity shall also submit quarterly/year-to-date consolidated financial results,


OFFERING FOLLOWING SERVICES AS

 PRACTICING COMPANY SECRETARY


For details , Please click the following link:



(b) Listed entity shall also submit the audited or limited review financial results in respect of the last quarter along-with the results for the entire financial year, with a note stating that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures up to the third quarter of the current financial year,

(c)  Listed entity shall also submit as part of its standalone and consolidated financial results for the half year, by way of a note, statement of cash flows for the half-year,

(d)  Listed entity shall ensure that, for the purposes of quarterly consolidated financial results, at least 80% of each of the consolidated revenue, assets and profits, respectively, shall have been subject to audit or in case of unaudited results, subjected to limited review.



(e) Listed entity shall disclose, in the results for the last quarter in the financial year, by way of a note, the aggregate effect of material adjustments made in the results of that quarter which pertain to earlier periods;
   
(f) Statutory auditor of a listed entity shall undertake a limited review of audit of all the entities/ companies whose accounts are to be consolidated with listed entity as per AS 21.


Filing of e-Form CRL-1 if your company is 

more than 2 layers of Subsidiaries.

As ROC has started issue 'Show Cause Notice" in respect of non-filing of e-form CRL -1 disclosure in respect of more than 2 layer of subsidiary.

R V Sekar Corporate Consultant rvsekar2007@gmail.com 09848915177


Disclosure of CSR Spending in Director’s 

Report

As ROC has started issue 'Show Cause Notice" in respect of failure to provide information in the directors report as regards to CSR spending.

 It is advised that company has to mention in the directors report “ the reasons for not spending the CSR amount in case if they don’t spend CSR amount during the current year . This will save the company from receiving show cause notice from Registrar of Companies.

The following may be the reasons that may be stated in the Director’s Report for not spending CSR amount.

R V Sekar Corporate Consultant rvsekar2007@gmail.com 09848915177


Liquidity crunch

1. Liquidity crunch--Company is required to spend on modernization of the existing machinery and borrowed amount is not sufficient to meet up the requirement for the fund and hence CSR has not been made.  The shortfall will be recouped in the next year.


Not able to find out suitable CSR activity

2. Time to ascertain proper CSR activities was very short and hence the Company could not spend required amount on CSR.  The  shortfall will be made good in the next year. 

Fire or Natural Calamity

3. Fire or natural calamity that took place in the factory and hence, liquidity crunch.  

Inadequacy of Profits

4. Company Incurred loss in any financial year immediately preceding three financial years.

Carry forwarding Unspent CSR Amount

It is not clarified by the MCA whether unspent CSR amount can be carried forward and spent in the succeeding year or not.

R V Sekar Corporate Consultant rvsekar2007@gmail.com 09848915177


Disclosure about Employee’s Remuneration

·     Names of top 10 employees in terms of remuneration drawn; and

 • Name of every employee who was in receipt of remuneration not less than Rs. 1.02 Crore per annum or if employed for a part of financial year with a remuneration not less than Rs. 8.50 Lakhs p.m.

• Name of every employee who was in receipt of remuneration in excess of MD/WTD/Manager and holds shares along with his dependents, not less than 2% of the equity shares of the Company. 

• The statement also to include the designation, remuneration, nature of employment, qualifications, age, last employment, percentage of shares, etc.

However, if board decides by a board resolution ,  for those employees who are drawing more than Rs 5 lacs per month who are working in abroad, their salary details need not be published.  

This is being perused by many top IT companies who have their major chunk of employees working in abroad. 



No Need to Attach the Abstract of MGT-7 in 

the Directors Report


With Companies amendment act 2017, section 92 being notified, there is no necessity to attach the abstract of annual return with Directors report. However , if your company has website , you have to upload the annual return there and you have to give the link of the Annual Return in the Directors Report. 

The Amendment says only for those companies which do have websites . If the company do not have any website , no need to comply the above provision.


 Further , the details about the indebtness is also now omitted.

Thursday, May 31, 2018

DEADLINE FOR FILING ANNUAL ACCOUNTS AND ANNUAL RETURN FOR THE FINANCIAL YEAR 2017-2018


DEADLINE FOR FILING ANNUAL ACCOUNTS AND ANNUAL RETURN FOR THE FINANCIAL YEAR 2017-2018

CS R V Seckar
Practicing Company Secretary 

For Public & Private Ltd Companies

According to the provisions of sec – 129 & 137 of Companies Act 2013, read with Rule 12 of the Company (Accounts) Rules, 2014 every company (Public/Private) is required to prepare and file its Financial Statements (including consolidated financial statements), if any, duly adopted at the AGM and annual return (sec-92(4)) within a period of 30 days and 60 days respectively, from the conclusion of the Annual General meeting.

For One Person Company

However, a One Person Company shall file its financial statements duly adopted by its member, within one hundred eighty days from the closure of the financial year.

Procedure for Adoption and Filing of Annual Accounts with the Registrar of Companies



Annual Filing with ROC:

No.              
E – Forms
Purpose of filing
Applicability
Due Date
Due Date (in case where the AGM is held on 30.09.2018)
1              
MGT -14
For approval of financial Accounts and Board’s Report
Only for Public/ Listed Companies not for Private Companies (vide MCA notification dated 05.06.2015)              

Within 30 days from date of passing the Board Resolution
2
ADT – 1
Appointment of Auditor
Only for fresh appointment/ reappointment not for ratification
Within 15 days from the date of AGM
15.10.2018
3
AOC -4/AOC-4 (CFS)*/AOC – 4 (XBRL)**
For Filing of Annual Accounts (Financial Statements, Notice and Director’s Report)
For all companies
Within 30 days from the date of AGM (Within 180 days in case of one person company from the closure of Financial year)    
30.10.2018
4              
MGT-7
Filing of Annual Return
For all Companies              
Within 60 days from the date of AGM
29.11.2018
5
               CRA-4
Filing of Cost Audit Report
For Companies satisfying the limits specified under Companies Act-2018
Within 30 days from the receipt of a copy of cost audit report.
Within 30 days from the receipt of a copy of cost audit report.

 AOC-4(CFS) – Form for filing Consolidated Financial Statement
**AOC-4 (XBRL) – For XBRL filing

 R V Seckar corporate law consultant 09848915177 rvsekar2007@gmail.com,


XBRL Filing

Following class of companies are require to file their Financial Statements and other documents with ROC u/s 137 in e-Form AOC –4(XBRL), by using XBRL taxonomy:-

1) All Listed Companies in India and their Indian Subsidiaries.
2) All Companies having Paid-up share capital of Rs. 5 crore and above;or
3) All Companies having Turnover of Rs. 100 crore and above.
4) All companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015.

However, Banking Companies, Insurance companies,  Non-Banking Financial Companies and Housing Finance Companies are not required to file their Financial Statement and other documents by using XBRL taxonomy.

Earlier Power companies were exempted. However , MCA vide notification dated 6 November 2017 removed the exemption to power companies. Hence , if a power company meets any of the criteria mentioned above , it has to file XBRL accounts now.

 R V Seckar corporate law consultant 09848915177 rvsekar2007@gmail.com,


Documents required to be attached with E-Forms-

E-Form MGT –14:-

  • Signed copy of Board Resolution for approval of Financial Statements and Directors’ Report.
  • Notice of Board Meeting.

E-Form ADT-1:-

  • Copy of Intimation sent by the Company.
  • Copy of Written consent given by the auditor.
  • Copy of Resolution passes at the AGM.

E-Form AOC-4/AOC-4 (CFS)/AOC-4 (XBRL)

  • Notice of the Annual General Meeting.
  • Board of Directors’Report along with MGT –9.
  • Financial Statement (Balance Sheet, Statement of Profit & Loss Account and Notes to accounts).
  • Auditor’s Report.
  • CARO Report, if applicable.
  • Consolidated financial statement, if applicable.
  • Statement of subsidiary/associate companies/joint ventures as per sec –129 Form AOC-1
  • Cash Flow Statement, if any.
  • AOC-2 for particulars of contracts or arrangements with related parties, if applicable.

E-Form MGT-7 (Annual Return) (sec-92(3))

List of Shareholders & Debenture holders as per annexure attached with the E-form.

Penal Provisions for non filing:-

If a company fails to file the copy of the financial statements, before the expiry of the period then-

Liability for
Imprisonment
Fine
COMPANY
NA
Rs. 1000 for every day during which the failure continues but not more than Rs. 10,00,000/‑
Officers of Company
May extend to 6
months
Not less than Rs. 100,000/-, which may extend to Rs. 500,000/- or with both.

Important Note:  – The Companies (Registration Offices and Fees) Second Amendment Rules 2018 has been notified on 7th May 2018 and accordingly‑

(i) In case the period within which a document required to be submitted under section 92 or 137 of the Act expires after 30/06/2018, the additional fee mentioned in Table shall be payable:-

SNo.
Period of delay
Additional fee payable (in Rs.)
1.
Delay beyond period provided under Section 92(4) of the Act
100/- per day
2.
Delay beyond period provided under Section 137(1) of the Act
100/- per day

(ii) In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the Companies Act, 1956 or the Companies Act, 2013 the following additional fee mentioned in Table shall be payable:-

S. No.
Period of delay
Additional fee payable (in Rs.) up to 30/06/2018


Plus Rs. 100/- per Day w.e.f. 01.07.2018
1.
Up to 30 days
2 times of normal filing fees
2.
More than 30 days up to 60 days
4 times of normal filing fees
3.
More than 60 days up to 90 days
6 times of normal filing fees
4.
More than 90 days up to 180 days
10 times of normal filing fees
5.
Beyond 180 days
12 times of normal filing fees


Note: – The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report


Offering following services as Practicing Company Secretary


For details , Please click the following link:

https://rvseckarcompanylaw.blogspot.com/2018/04/corporate-compliance-services-r-v.html