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

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.

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:-

S. No.	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

SEBI Slashed a fine of Rs 1,50,000 /= against Frontier Capital Limited , a Listed Company for not appointing Company Secretary cum Compliance Officer

SEBI Slashed a fine of Rs 1,50,000 /= against

 Frontier Capital Limited , a Listed Company

 for not appointing Company Secretary cum 

Compliance Officer.

Non-Compliances under LODR Regulation

SEBI vide its order dated May 29, 2018 have imposed penalty of Rs. 1,50,000 on one of the listed company for violation of Regulation 6(1) of SEBI LODR Regulation and Regulation 95(1) of SEBI ICDR Regulation.

Failure to Appoint Company Secretary cum

 Compliance Officer

Company had delayed in initiating the process of Bonus issue within 2 months from members approval and the reason for such delay was due to non-availability of Company Secretary cum Compliance Officer for 6 months (during which company had received approval for bonus issues).

Penalty for non-compliance of violation of regulation 6(1) was initiated only in addition to  non-compliance of bonus issue provisions.

For more details , please visit the following link:

https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebi_data/attachdocs/may-2018/1527592524062.pdf#page=5&zoom=auto,-27,143

Couesy : CS Ashish Baid 

Unlisted companies have to demat shares

Unlisted companies have to demat shares

To Dematerialise Shares of Unlisted 

Corporates

As part of its drive to lift the corporate veil and target benami entities, the government has decided to dematerialise shares of unlisted corporates, starting with 80,000-90,000 public companies. Separately, holdings above 10% in a company are also being classified as “significant beneficial ownership” with mandatory disclosures.

MCA IS TO ANNOUNCE SHORTLY

The ministry of corporate affairs (MCA) is expected to announce the plan for dematerialisation of shares over the next few weeks as it wants to ensure that the real ownership is revealed through the exercise, besides making it easier to track the shareholders, sources told TOI.

At the end of March 2017, there were close to 11.7 lakh active companies in India, but the requirement for dematerialisation of shares is currently in place only for around 8,000 listed entities. Recognising that immediate dematerialisation of shares for all companies is not possible, the initial focus will be on public companies — a move that is expected to impact at least 5.5-6 crore shareholders of such unlisted companies.

To Track the Real Beneficiaries

Parallelly, MCA is readying rules to provide for significant beneficial ownership aimed at tracking the real beneficiaries of shares as often benami holdings are found in shell companies. The new section that was inserted in the Companies Act is also part of the global fight against money laundering and came at the behest of Paris based Financial Action Task Force with countries such as the UK already is a member.

To Register of “Beneficial Owners”.

The law provides for maintaining of a register of “beneficial owners”. While the Companies Act had said that the threshold for classification will be at least 25% or another level that is prescribed, MCA is expected to set the limit at 10%, increasing the ambit of the provisions to cover a larger base of shareholders, who may be warehousing the shares for someone else.

To Avoid Benami Transactions

“There are cases where the real owner is someone else as the shares have been paid for through funding to another person. Similarly, I may be holding shares but I can have a back-to-back arrangement on voting. With the new rules, all these issues will be sorted out,” said a source.

Impact on FDI

The move will also have significant implications for foreign investors, especially in tightly-regulated sectors where 100% FDI is still not per mitted.

What Companies Act 2013 says 

about Beneficial Ownership?

The law provides for mandatory disclosure within a stipulated period and once the rules are notified there will be a rush of filings as shares in most companies are not widely held. A failure to disclose beneficial ownership can result in a fine of up to Rs 50,000 with a daily penalty of Rs 1,000, if the failure to comply with the rules continues. The Companies Act also allows the Centre to investigate cases of beneficial ownership.

Courtesy : Times of India