Roc Annual Compliances

Roc Annual Compliances

All about ROC Annual Return & Forms MGT-7, MGT-8 and AOC-4
Annual Return

Annual returns must be filed with the Ministry of Corporate Affairs (MCA) / Registrar of Companies (ROC) by every company incorporated under the Companies Act 1956 / 2013. Every registered company, whether or not it does business, is required to file these annual reports.

Every company registered under the Companies Act, whether it is a small, one-person business, a private limited company, or a public limited company, is required to file Annual Returns with the Registrar of Companies once a year to keep themselves informed about the company’s operations and management. The essential information about the company, its shareholders, directors, and so on as of the last day of the financial year, March 31st, is contained in the Annual Return.

Section 92 of the Companies Act, 2013 and Rule 11 of the Companies (Management and Administration) Rules, 2014 govern annual returns. Compliance with the Companies Act 1956 / 2013 is required for companies registered in India.

The corporation must comply with the Annual Return compliance requirement regardless of its entire turnover or capital size. On a day-by-day basis, late or non-filing of the ROC Annual Return attracts high interest, penalties, and a late charge.

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Annual Return – Overview
Annual Return (Form MGT-7)

Annual Return under the Companies Act is a yearly Return containing the general particulars of the company at the end of the financial year, such as details of its registered office, business activities, particulars of its holding, subsidiary companies, shares, debentures and other securities and shareholding pattern, members and debenture-holders, promoters, directors, key managerial personnel, and changes therein, members and debenture-holders, promoters, directors, key managerial personnel, meetings of members, and compliances, disclosures etc.

What is the purpose of the MGT-7 e-Form?

Every corporation must prepare an MGT-7 form giving the details as of the end of the fiscal year. These specifics include the following:-

  • The registered office, primary business activities, and information about the company’s holding, subsidiary, and affiliate firms;
  • The company’s shares, debentures, other securities, and shareholding pattern;
  • The company’s indebtedness;
    Members and debenture holders, as well as any changes that have occurred since the preceding financial year’s end;
  • The promoters, directors, and key managerial people, as well as any changes to them since the previous financial year’s end;
  • Meetings of members or a class of members, the Board of Directors, and its different committees, as well as attendance information;
  • Penalty or punishment imposed on the company, its directors or officers, including details of compounding of offences and appeals made against such penalty or punishment;
  • Remuneration of directors and key managerial personnel;
  • Penalty or punishment imposed on the company, its directors or officers, including details of compounding of offences and appeals made against such penalty or punishment;
  • The matters relevant to certification of compliances and disclosures as may be necessary;
  • Its Shareholding Pattern; and
  • Any other matters as may be required in the form.
  • What are the required attachments to submit this form?
  • This e-form can be completed by uploading scanned copies of documents to the attachments section. This is the last section of the form.
  • List of shareholders, debenture holders, approval
  • letter for AGM extension, copy of MGT-8, and
  • optional attachment(s), if any, are all mandatory attachments.
MGT – 7A: An Abbreviated Annual Return

By revising the requirements of the Companies (Management and Administration) Rules, 2014, the Central Government has prescribed a shortened form of annual return for “and Small Company,” which will take effect on March 5, 2021. This form is for OPC and small enterprises’ Annual Returns for the fiscal years 2020-21 and onwards.

One Person Company (OPC): According to Section 2(62) of the Companies Act, 2013, a “One Person Company” is a corporation with only one member.

Small Company: A Public Company is not regarded a ‘Small Company’ under Section 2(85) of the Companies Act 2013.

A corporation that is not a public company is deemed a ‘Small Company’ if it meets both of the following criteria:

(a) The company’s paid-up share capital does not exceed Rs. 2 crores or such greater amount as may be prescribed, but not more than Rs. 10 crores;

(b) Turnover for the immediately preceding financial year, as determined by the P&L Account, does not exceed Rs. 20 crores or such greater amount as may be prescribed, but not more than Rs. 100 crores.

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Form MGT-8: Certificate from a Practicing Company Secretary

According to the Companies Act 2013, Section 92(2) read with Rule 11(2) of the Companies (Management and Administration) Rules, 2014, Form MGT-8 is a certification granted on a company’s annual report by a practising company secretary. A listed business or a firm with a paid-up share capital of 10 crore rupees or a turnover of 50 crore rupees or more must attach MGT 8, which must be validated by a Company Secretary in Practice (PCS) and given in stipulated Form No. MGT-8. If MGT 8 is released after October 1, 2020, a practising Company Secretary must generate a UDIN (PCS).

Timeline for Filing a Company’s Annual Return

1. Annual Return (MGT-7A) Due Date: Although the OPC is not required to convene an annual meeting, the due date for filing Form MGT 7A is 60 days after the end of the financial year. From FY 2020-21 onwards, One Person Companies (OPCs) and Small Businesses must file an annual return in Form MGT-7A.

2. Except for One Person Companies (OPCs) and Small Businesses, Form MGT-7A is required for all Annual Returns. Within 60 days of the conclusion of the AGM, the same must be lodged with the Registrar of Companies (including event date).

ANNUAL RETURN FILING PROCEDURE IN GENERAL

1. Prepare the Annual General Meeting Notice, Agenda, Notes to the Agenda, and other materials (AGM)

2. Organize a Board of Directors meeting and pass the required resolutions.
3. Appoint an auditor to do due diligence on the financial statements and prepare them in accordance with Schedule III of the Companies Act, 2013.

Extended due dates of Income Tax Return and Tax Audit

4. According to the Companies Act of 2013, the Board Report, Annual Return, and other essential documents should be prepared by the Director of the company.

5. Another Board Meeting should be held to approve the company’s draught financial statements, Board Report, and Annual Return, which must all be prepared and reviewed by the company’s directors.

6. Organize an annual general meeting (AGM). Only until the company’s financial statements are accepted by the shareholders at the Annual General Meeting are they considered final.

7. Gather all relevant documentation for filing annual returns.

What is the date of Effective Voluntary Cancellation of Registration under the IT ACT?

Say 12AA Registration, Registration u/s Sec 10 (23C) , PAN NO, TAN NO. etc

1.Voluntary Cancellation of any Registration ( Maybe granted Sec 12AA, u/s 10(23C, etc), Assessee may apply for cancellation of the Registration to the Authority at any point of time.

2.Once the cancellation application was received by the Authority, it is the duty of the Authority Either to accept it OR issue a Show Cause Notice to the Assessee within a reasonable time.

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3.Where no show cause notice was received within a reasonable time then Date of Cancellation of Registration has to be accepted as on the date when Assessee made the application before the Authority.

4.Where Show Cause Notice was received from the Authority, towards Cancellation Application, then the Effective date of Cancellation shall be held as the Date on Conclusion of hearing before the Authority OR reply to the Show Cause notice was placed before the Authority.

The above view was based upon the Principle that
” All the Powers held by someone in a Public Office are powers held in TRUST for the benefit of the Public at Large.
Officers have no discretion either to use or not to use the powers given by the ACT to the Officers.

registration

5.Ex: For deciding the Effective Date of Voluntary Cancellation of Registration:
(i). Date of Application: 5th Feb 2019.
( ii). Show cause notice issued by Deptt: 10.03.2019.
(iii). Date of the hearing of Show Cause Notice. 20.03.2019.
(iv). Date of communication towards Cancellation from.Deptt: 05.06.2021.

Here the date of Voluntary Cancellation of Registration Shall be the date when on Conclusion of hearing of the Show Cause Notice that is 20.03.2019.

Date of Communication from Deptt. Towards Cancellation that is 05.06.2021 has no Relevance.

According Assessee is not under any obligation to fulfil the provisions relating to the Registration From.FY 2019-20.

The above view is supported by the Judgment of the ” NAVAJBAI RATAN TATA TRUST vs. PCIT (MUM.ITAT).

Nut Shell:

1.Voluntary cancellation of Registration ( Say 12AA, (10(23C)), shall be effective from the date on conclusion of the Hearing or filling reply to the Show Cause Notice towards Cancellation.

2.No Show cause notice it is the date of Application for Cancellation.

3.Date of Deptt’s letter granting Cancellation has no relevance to decide, Date of Cancellation.

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Companies Act (Schedule III) Changes from 1st Apr’21

Companies Act (Schedule III) Changes from 1st Apr’21

FOR DIVISION-1- AS- Complied Companies

1- Rounding off of the figures are now compulsory. Earlier it was optional

For PART-I Balance Sheet

2- Some changes in Balance Sheet items

3- In share capital schedule- Promotors holding is must be disclosed

4- Ageing of trade payable is must be disclosed

5- Ageing of trade receivable is must be disclosed

6- If the borrowed funds from banks and financial institution not utilised for a specific purpose, then disclose the details where the funds have been utilized.

7- If the title deed of property not in company name then additional disclosure to be given

8- Additional disclosure for the loans given to promoters, directors, KMP and related parties

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9- Additional disclosures for capital work in progress – ageing wise

10- Additional disclosure for intangible assets under development– ageing wise

11- Details of Benami properties held

12- Additional disclosure in case of bank borrowings on the basis of security of current assets. To give detail on whether the books are matched with the periodical details submitted to the bank.

13- Additional disclosures in case of wilful defaulter

14- Additional disclosure for a relationship with struck off companies

15- Additional disclosure for pending registration of charges and pending satisfaction of charges

16- Additional disclosure for non Compliance with the number of layers of companies

Ending Tasks for GST for FY 2020-21 

17- Various ratios- (total 10 ratios) to be disclosed along with numerator and denominator and reason for variation with the previous year

18- Various additional disclosures in case of utilization of borrowed funds and share premium etc.

For PART-II Profit & Loss Account

19- Additional disclosure for undisclosed income surrendered during any search or survey under the income tax act

20- Various detailed disclosures for CSR

21- Details of trade or investment in any cryptocurrency or virtual currency

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