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Roc forms

chintan joshi (Student CA IPC / IPCC) (36 Points)

16 January 2016

which are the general roc form applicable to all company for annual return

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ish kumar sharma (Sr. Manager Accounts & Finance) (301 Points)
Replied 16 January 2016

AOC-4 and MGT-7, these form should be used for ROC annual return filing

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chintan joshi (Student CA IPC / IPCC) (36 Points)
Replied 16 January 2016

What about 23b , is it compulsory

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 18 January 2016

23B is replaced by ADT1.... If a auditor is newly appointed, then only it is required. If he is already appointed for 5 years then ADT 1 not required to be filed every year.

chintan joshi (Student CA IPC / IPCC) (36 Points)
Replied 18 January 2016

Thanks to both of you for your reply

chintan joshi (Student CA IPC / IPCC) (36 Points)
Replied 18 January 2016

Thanks to both of you for your reply

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CS Divesh Goyal (Practicing Compnay Secretary) (50640 Points)
Replied 18 January 2016

ANNUAL FILING UNDER COMPANIES ACT 2013

Series- 100

Folded Corner: Series- 100 GOYAL DIVESH & ASSOCIATES

Practicing Company Secretary

After Completion of one year of Companies Act, 2013 now it is the high time for the members to start work on Annual Return (MGT-7) and Director Report. The last date for E-filling of company’s Annual Returns and balance Sheet under Companies Act is an opportunity.

The companies under the Companies Act 2013 are required to E-file annually the following documents with the Registrar of Companies (ROC) as follow:

Type of Document	TYPE OF E-FORM
Balance –Sheet	Form AOC-4.
Consolidated Financial Statement	Companies which have Subsidiary Company, Associate Company and Joint Ventures.
Profit & Loss Account	Form AOC-4.
Annual Return	Form MGT-7 to be filled by Companies having share Capital.
Annual Return	Form MGT-7 to be filled by companies not having share capital.
Director Report	Director Report along with Following Annexure: AOC-2 MGT-9 Secretarial Audit Report

FIVE STEPS FOR E-FILLING PROCESS

< >REGISTER YOUR SELF ( STEP – I) : Only registered users are allowed to do E-Fling. Registration is a Simple, One time process.

< >DOWNLOAD E-FORM ( STEP – II) :Go to the Annual filling corner following the link provided at the home page of the MCA portal & download the applicable E-forms following the Link “Downloads E-form”

< >COMPLETE E-FORM ( STEP – III ):Download e-form MGT-7 & AOC- 4 and fill the complete e-forms and attach respective attachments. Affix DSC of Director and Professional and complete the e-form.

< >SUBMIT E-FORM ( STEP – IV ) :A connection to the internet will be required to carry out- e-filling submission will need to be made at the MCA21 Portal using Specialized Functionality that is provided.

< >MAKE PAYMENT (STEP – V ):Fees calculation will be done automatically by the system as applicable under the law & the Fee for the services will be displayed to the user. The filling fees will be paid through credit card & internet Banking. The system will generate a receipt that you can retain as a part of your records.

COMPLETION OF E-FILLING

< >The E-filling process will be completed once the necessary payment is remitted. You will also be provided a facility at MCA21 portal to check if the e-filling has been completed successfully.The services request Number is printed on the Challan or the computer generated receipt & is used to track your services request. PROVISIONS OF COMPANY LAW RELATING TO ANNUAL RETURN AS PER COMPANY ACT 2013:

ANNUAL RETURN:

The 2013 Act states that requirement of certification by a company secretary in practice of annual return will be extended to:

CERTIFICATON OF ANNUAL RETURN (MGT-8):

< >All Listed CompaniesEvery Company having:Paid-Up share capital of 10 Crore (Ten Crore) rupees or more orTurnover of 50 Crore (fifty crore) rupees or more

SIGNING OF ANNUAL RETURN:

< >All Listed CompaniesAll Public CompaniesPrivate Limited company having:Paid up share Capital Exceeding 50 lacTurnover exceeding 2 Crore

Companies Exempt from signing of annual return from company secretary:

< >One Person Company Small company – As defined aboveIts registered office, principal business activities, particulars of its holding, subsidiary and associate companies;Its shares, debentures and other securities and shareholding pattern;Its indebtedness;Its members and debenture-holders along with changes therein since the close of the previous financial year;Its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial Year;Meetings of members or a class thereof, Board and its various committees along with attendance details;Remuneration of directors and key managerial personnel;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;Matters relating to certification of compliances, disclosures as may be prescribed;Details, as may be prescribed, in respect 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 them; andSuch 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:BOOKS OF ACCOUNT TO BE KEPT:

Place of keeping of Books of Accounts:

Every Company shall prepare and

Keep At Its Registered Office

< >Books of Account and other relevant Books and Papers and Board of Director of the Company will pass a Board Resolution.Within 7 days of passing of resolution company will file form AOC-5 with ROC.all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure take place; all sales and purchases of goods by the company; the assets and liabilities of the company; and in the case of a company engaged in production, processing, manufacturing or mining activities, such particulars relating to utilization of material or labor or other items of cost as may be prescribed by the Central Government, provided the Central Government so directs to any such class of companies or any particular company. If Company incorporated ON OR AFTER 1st January of a year, the period ending on the 31st day of March of FOLLOWING Year.If Company incorporated ON OR BEFORE 1st January of a year, the period ending on the 31st day of March of that Year.Financial year means the period ending on the 31st Day of March every year.A Balance SheetA profit and Loss account (or Income and expenditure account)Cash Flow StatementA statement of changes in equity (If applicable)Any explanatory note attached to, One Person Company; ofSmall Company; or Dormant Company.Every Company must prepare ‘Financial Statement’ for every financial year.The Financial statement should be prepared at the Annual General Meeting of members.By any two Directors (on shall be MD, if any) andCEO, if anyCFO, if appointed.Company Secretary of the Company, if appointedIn case of Small Company where no MD, CEO CFO than Financial statement should be signed by the Two Directors of the Company.After the signatures, it should be submitted to the auditor for his report thereon.When financial statement signed by two directors, such directors should be present at the meeting and should sign the accounts at the meeting. (i.e. should be signed at the meeting itself and not later).Approval of Financial Statement shall be done at the meeting of the Board.The approval can’t be done by circulation or by committee. (same provision in Secretarial Standard (SS-1) of ICSIMGT-14: The Board resolution approving financial statement to be filed with ROC in form MGT-14. (But Private Company not required to file MGT-14 after exemption on Private Limited Companies)Every Member of the CompanyTo every trustee for the debenture-holder of any debentures issued by the Company and To all persons other than such member of trustee, being the person so entitled.E-mail if shares in Demat form and email ID is registered with depository.E-mail if shares are in physical form and member has positively consented in writing for receiving by emailBy post, courier or had delivery as per sectionEvery company having a subsidiary or subsidiaries has to submit consolidated financial statement in addition to its own ‘financial statement’.The financial statement should be in same form.It shall be laid before annual general meeting of the company, along with company’s own financial statement.In addition to consolidated financial statement, a separate statement containing salient features of financial statement of its subsidiaries shall be attached. (Form AOC-1)Copy of Financial Statements (including consolidated financial statements in case of holding company), shall be filed with Registrar of Companies with in 30 (Thirty) days from the date when the accounts were duly adopted at the annual General Meeting of the Company.All documents which are required to be annexed or attached to the financial statement must be filed.The documents are required to be filed with filing fees.Notice of AGMDirectors Report and Compliance Certificate from Practicing Company Secretary, (If Required).Auditors ReportBalance Sheet Profit & loss Account

In case of Holding company:

< >Balance SheetDirectors ReportAuditors ReportAUDIT REPORT REQUIREMENT

Section 143 (3) read with rule 11 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013 talks about the provisions of Audit Report:

The Requirement of audit report comes from Section 142(2) of Companies Act, 2013.

The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statement which are required by or under this act to be laid before the company in general meeting.

Importance of Audit Report:

The audit report of the company is referred to and relied upon by many who are dealing with the Company. Information available in the audited accounts is very valuable for all.

< >Contravention of Provision of Section 139-146: (Attendance in General Meeting): If any provisions of this Section contravene then:AND (+)

Penalty on Officer of Company:

Every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to one year OR with fine which shall not be less than Rs. 10,000/- (Rupees ten thousand) but which may extend to Rs. 1 Lac (Rupees one lakh), OR with BOTH.

< >Contravention of Provision of Section 145: (Signing of Auditor Report): If any provisions of this Section contravene then:

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal @ gmail.com)

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. The observations of the author are personal view and the authors do not take responsibility of the same and this cannot be quoted before any authority without the written

Therefore all Companies registered under the provisions of the companies Act 1956/2013 are required to file with the registrar of companies the audited copy of financial statement with in a period of 30 days of holding the annual general meeting in terms of section 137(1), and the Annual return within a period of 60 days of the Annual General meeting in terms of section 92(4) of the Companies Act, 2013.