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 will be the divulgence for Supply without thought in the Annual Return Filing?

When all is said in done, Supply without thought does not draw in GST arrangements. Because of which it is likewise not required to be accounted for in Annual return.

Be that as it may, if these exchanges are canvassed in the Schedule I of the CGST/SGST Act, they will be unveiled in GSTR 1 of the pertinent period. Detailing in GSTR 1 will likewise draw in concurrent revealing in Annual return GSTR 9.

There are some inaccurate supplies revealed by merchants however showing up in Form GSTR-2A. Do we have to reject it while documenting Annual Return?

Under Part III requires divulgence of certain extra subtleties, which analyzes the credit detailed under Sl.No.6(B). The qualities revealed in Form GSTR-2A which are inaccurate and not relating to the Assessee, can be diminished under Sl.No.8(F) since the equivalent isn’t a credit which can be benefited by the Assessee.

How jumble between turnover revealed in the Form GSTR-1 and Form GSTR-3B be accounted for in yearly return?

The expectation of the Annual return is to give a rundown of exchanges detailed in the month to month returns, for example,

. Supplies on which yield impose is paid/payable

. Expense exception guaranteed/considered as Zero-appraised

. Info impose credit profited and switched

Give us a chance to think about three conceivable circumstances

. Outward supplies revealed in Form GSTR-3B however not announced in Form GSTR-1:

To consider values announced in Form GSTR-3B and furthermore the subtleties of installment (assuming any) future revealed in Table 9 of the Annual Return

Outward supplies detailed in Form GSTR-1 yet not revealed in Form GSTR-3B:

To consider esteem announced in Form GSTR-1 and furthermore the subtleties of duty payable (assuming any) eventual revealed in Table 9 of the Annual Return. Be that as it may, if such exchange is incorporated into Form GSTR-3B of the ensuing budgetary year, the equivalent might be prohibited in the Annual Return to be petitioned for the consequent money related year so that there is no duplication/revealing of same exchange in yearly returns of two years

. Crisscross in qualities announced in Form GSTR-3B and Form GSTR-1:

To think about the right an incentive to report in Annual Return. Abundance/short installment would get caught in Table 9 of the Annual Return. It is additionally proposed to redress the

What should be incorporated into the Annual return as far as “Non GST Supply”. The subtleties ought to be same as periodical returns or can be changed?

Non GST supply are the exchanges on which Goods and Service Tax arrangements are not relevant. There are to be specific two supplies which are still outside the domain of GST,

. Alcoholic items

. Oil based goods

Since, the equivalent does not draw in GST there is no obligation as to revealing or divulgence identifying with these two items under GST law.

Wherein, now and then it is seen that individuals frequently misconstrue plan III exchanges i.e. neither supply of products nor supply of administrations exchanges additionally as Non GST supply, which is totally off-base. Neither supply of products Nor supply of administrations exchanges and Non GST supply are two distinct terms and have diverse medicines.

No Supply exchanges are required to be unveiled in essential structures GSTR 3B or GSTR 1 according to guidance to table 5D, 5E and 5F. Be that as it may, recommended way is if a taxfiler has uncovered this thing in periodical returns for the current budgetary year or as an end-result of the long stretch of Sep in next monetary year, at that point, will likewise reveal them in Annual return (table 5F). Something else, can specifically report them in Audit Report or Reconciliation proclamation of 9C to be recorded in Dec.

Is detailing identifying with High Sea Sales, warehousing deal and merchanting deal should be done in the Annual Return?

There is no GST obligation as far as High Sea Sales, warehousing deal and merchanting deal. In any case, they are secured under Schedule III and subsequently are “No Supply” for which a detailing must be made in Table 5F of Annual Return (according to the ongoing correction brought into the arrangements of Goods and Service Tax Law).

The duty risk on outward supply missed to be pronounced upto March 2018 and furthermore till Sep one year from now in Form GSTR-1 and GSTR-3B. Would it be able to be appeared in the Annual Return?

In GSTR 9 yearly return supply is accounted for under,

Part II – exchanges effectively uncovered in periodical Goods and Service Tax Returns are accounted for here,

Part V – exchanges which have been proclaimed till the finish of September of the following monetary year i.e. Sep 2018 or the date of recording of Annual Return i.e. 31st Dec, whichever is prior, are accounted for.

Since, in the given situation revelation has not been in made in periodical returns. Neither in periodical GSTRs till Sep next monetary year. The equivalent can’t be accounted for in yearly return.

As a break subtleties can be appeared in compromise articulation to be field in review Form GSTR 9C.

Regardless of whether alteration of assessment risk not announced upto March 2018 in the Form GSTR-1 and Form GSTR-3B be made in one year from now? Will some divulgence be likewise required in yearly return?

Truly, A citizen whenever excluded to announce outward supply and assessment risk can along these lines demonstrate exchange in GSTR 1 and in this way make good on government expense obligation in GSTR 3B. Round No.26/2017 dated 29.12.2017 accommodates the equivalent.

Notwithstanding, when the exchange is jumped to be uncovered in the applicable Financial Year state FY 2017-18 and is appeared till the date of documenting yearly return. It will be accounted for in yearly come back to be petitioned for the equivalent monetary year i.e. in Part V of yearly profit to be petitioned for 31 Dec 2018.

Does GSTR-9 requires any divulgence to against profiteering?

There is no express revelation prerequisite as to report the measure of benefit made through enemy of profiteering exercises in GSTR 9 Form. Rather, yearly return has an essential segment of confirmation. Which requires enlisted individual to confirm that in the event of decrease in yield assess risk, the advantage thereof has been/will be passed on to the beneficiary of supply.

No inversion for basic info impose credits of assessable supply and exempted supply has been made for. Is any modification required be made in the Annual Return?

Yearly return recommends exposure of genuine inversions made in GSTR 3B. In the event that inversions relating to FY 2017-18 have been made till Sep 2018, the equivalent will properly shape some portion of yearly come back to be recorded till Dec 2018. Be that as it may, if the alteration is given impact whenever later. It will be unveiled under Annual Return of one year from now i.e. FY 2018-19 to be documented till Dec 2019.

Supply has been made to vendor exporter by charging GST @ 0.1%. Is it required to be revealed in the Annual Return?

For maker exporter such supply are in the idea of esteemed fares and must be unveiled in table 4 (E) of the Annual Return.

Regardless of whether Annual Return Requires revelation on the off chance that I have not announced exempted supply, Non GST supply and Nil evaluated supply in the month to month returns?

Table 5 of the Annual Return manages revelation of such supplies. despite the fact that the heading of Table 5 accommodates exposure of “Subtleties of Outward supplies on which charge isn’t payable as announced in returns documented amid the monetary year”, however thinking about the reason for the Annual Return, it is recommended that all exchanges relating to the earlier year ought to be accounted for in the Annual Return regardless of whether such subtleties have been appeared in the periodical Return as the yearly return would later be considered as the reason for arrangement and recording of the Reconciliation proclamation.

Is input impose credits required to be distinguished and announced as cost in the Annual Return?

Yearly return does not accommodate classification of info impose credit under different cost heads. The necessity to report credit benefited against different cost heads is required to be accounted for in Form GSTR-9C

Express the way to uncover year end Provision made on unmerited salary in the Annual Return?

Arrangement for unmerited salary isn’t in the idea of supply. Or maybe, it is a compromise thing. Henceforth, will be uncovered in review report frame GSTR 9C and not to be accounted for in yearly return GSTR 9.

How in part balanced advances will be accounted for in the Annual Return?

In the event that there is an obligation to pay GST on development got, the said development to the degree staying unadjusted (i.e. in regard of which supply has not been made in the FY) must be revealed in the Table 4F.

Does Annual Return require detailing of risk on advances got on supply?

Table 4F requires revelation of advances in regard of which charge is payable on receipt of such development and receipt has not been issued in the FY. As there is no risk on the advances got towards supply of merchandise, there is no divulgence necessity of such advances in the Annual Return. In any case, if the advances have been gotten in the period when there was obligation settle government expense on advances got towards the merchandise likewise and receipt has not been issued in the FY, the equivalent must be uncovered in the Annual Return in Table 4F.

On the off chance that Supplies to an enrolled people have been revealed as B2C supplies. Would it be able to be revised in Annual Return?

Amendment can be made just in Form GSTR-1 preceding the due date of outfitting the arrival for the long stretch of September. Thus, the difference in the idea of exchanges from B2C supply to B2B supply must be made in the GSTR-1. In the Annual Return, the supply ought to be revealed under the fitting head at the gross sum and change ought to be appeared in the revision table.

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