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.
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.
