Big Changes by Ministry of Company Affairs wef 1st April 2021 to enhance transparency

Schedule III of the Companies Act 2013 contains the general instructions for preparation of the Balance Sheet and Statement of Profit and Loss of a Company.

Following are the changes made in the financials/ notes to accounts on account of amendments in Schedule III brought about by MCA:

1. Now companies have to round off the figures appearing in the financial statements, hitherto it was optional. Further, the criteria for rounding off shall be based on “total income” in place of “turnover”.

2. Company shall disclose the Shareholding of Promoters.

3. Current maturities of Long term borrowings shall be disclosed separately.

4. Trade Payables ageing schedule to be given.

5. Trade Receivables ageing schedule to be given.

6. Security deposits shall not be disclosed under ‘Long term loans and advances’ but disclosed under ‘Other non-current assets’.

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7. The company shall disclose the reason for the utilization of funds for purposes other than for which they were borrowed and shall also disclose the purposes for which the funds were utilised.

8. Company needs to disclose if the books of accounts are tallied with the quarterly or monthly returns filed with a banker in cases where the company has borrowed funds from banks on the basis of securities of current assets, or else a separate reco statement needs to be provided.

9. The company shall provide the details of all the immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held and where such immovable property is jointly held with others, details are required to be given to the extent of the company’s share.

10. In cases where revaluation has been done in the case of Property Plant and Equipment, the company shall disclose if the valuation was done by a registered valuer.

 

SEBI – Approved amendments in SEBI LODR Regulations Board Meeting


11. Disclosures to be made where Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and related parties (loans given to promoters as a % of total loans)

12. For Capital-work-in progress, an ageing schedule shall be given

13. For Intangible assets under development, an ageing schedule to be given.

14. Disclosure of any proceedings initiated or pending against the company for holding any Benami property under the Benami Transactions (Prohibition)Act, 1988 to be made.

15. Where a company is a declared wilful defaulter by any bank or financial institution or other lender, details to be given.

16. Disclosure of any transactions with companies struck off

17. Where any charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period, details and reasons thereof shall be disclosed.

18. Following Ratios to be disclosed:

(a) Current Ratio,(b)Debt-Equity Ratio,(c)Debt Service Coverage Ratio, (d) Return on Equity Ratio,(e) Inventory turnover ratio,(f)Trade Receivables turnover ratio, (g) Trade payables turnover ratio, (h) Net capital turnover ratio, (i) Net profit ratio, (j)Return on Capital employed, (k) Return on investment
(xv) Disclosure of Utilisation of Borrowed funds and share premium to be given
An explanation is required if there’s a change of more than 25% as compared to the preceding financial year.

19. Further disclosures shall be made where the company has received funds from any persons or entities including foreign entities to further lend or invest or provide any guarantee, security to third parties.

20. Where a scheme of arrangement has been approved, disclosure shall be made of the effect of the same on the books of accounts and any deviation from the accounting standards for the same.

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Post-Incorporation Compliances of Company

Following are the significant actions which need to be taken post company incorporation:

1. Filing of declaration of Commencement of Business by the company in form INC-20A.
Within 180 days, the company shall obtain a certificate of commencement of business. There is a requirement to file a disclosure made by the directors of the company stating that every subscriber has paid the amount due on the shares.

2. Share certificate
The share certificate shall be issued to a shareholder within 60 days from the date of incorporation

3. First Board meeting within 30 days from the date of Incorporation.
As per Section 173(1), of The Companies Act 2013, the company shall hold a meeting of the Board of Directors in less than 30 days from the date of its incorporation. Directors are permitted to attend the meeting either in person or through video conferencing.

4. Appointment of First Auditor
According to Section 139(1), the first auditor shall be appointed by the Board of Directors (BOD), within 30 days from the time the company is registered. Failing which, the members shall appoint the auditor within 90 days at an extraordinary general meeting. The term of the first auditor shall be until the conclusion of the first annual general meeting.

5. Disclosure of the director’s interest and declaration regarding disqualification in Form MBP-1 & DIR-8
At the first board meeting, every director shall disclose his interest in any company/firm/body corporate/association of individuals as outlined in section 184(1) of the Companies Act 2013. Any changes in the disclosures shall be intimated to the board in its first meeting held during each financial year. An independent director, if any, must give a declaration that he meets the criteria of independence during the first board meeting as a director.

Statutory registers

6. Statutory registers
The company shall be required to maintain statutory registers at the registered office of the company. The same shall be maintained in the prescribed form failing, which the company will be subject to penalties.

7. it’s all in the name
Every company shall be required to affix its name at all places from where it carries on its business operations. It shall be displayed in the language which is generally used in the locality. Additionally, letterheads with appropriate information and printed negotiable instruments.

8. Payment of stamp duty on issuance of share certificate
As per the requirement of the provision of the Indian Stamp Act 1899 every instrument must bear a stamp duty with proper amount and it must be paid to the concerned department within 30 days from the date of issue of share certificates (Revenue Department).

YEARLY COMPLIANCES
1) Minimum 4 board meeting with an interval of maximum 120 days between 2 consecutive board meeting,
2) Statutory audit of accounts,
3) Filing of annual return (form mgt-7),
4) Filing of financial statements (form aoc-4),
5) Holding an annual general meeting,
6) Preparation of directors’ report.
7) DIR-3 KYC

From 1st July 2015 onwards, every meeting of Board of Directors and Shareholders shall be conducted in consolidation with provisions of Secretarial Standards and Companies Act, 2013.

Event-Based Compliances

1) E form DPT-3 – Loan from Directors/Bank/Companies/Shareholders etc.
2) E Form MSME-1 – Pending payments to MSME
3) BEN – 2 – Disclosure of significant beneficial owner

Companies Fresh Start Scheme -2020

The Ministry of Corporate Affairs issued Companies Fresh Start Scheme 2020 vide Circular 12/2020 dt 30.3.2020 which applies both public and private companies incorporated under Co Act 1956/2013.

The salient features are:-
(1) permits filing all pending Returns, Statements, Documents for any number of years.

(2) it shall come into operation on 1.4.2020 and remain effective up to 30th Sep 2020.

(3) it applies to all companies
both public or private who failed to file all returns statements or Documents including Annual Return remains for any number of years as on date of filing.

(4) Only normal fees as prevailing on the date of filing shall be payable.

(5)No late fee no penalty no prosecution only normal fees payable.

(6) Prosecution if any pending shall be disposed of after payment

(7) The scheme does not apply to those companies against whom a final notice under Section 248 has been given by ROC for striking off or who applied for striking off or applied for being declared dormant co; vanishing company or dormant company or companies under CIRP

(8) companies who name struck off cannot avail this scheme and have to get their name restored;

(9) Companies can avail this scheme for the purpose of (i) getting themselves dormant under Section 455 and also (ii) getting their name struck off

(10) After payment of normal fees and documents return statement is taken on record, an application shall be filed electronically (without any fees) for obtaining Immunity Certificate but it shall not be filed beyond six months from the date of expiry of the scheme.

(11)Scheme grants immunity against the filing of forms returns and documents but not against any punitive action being done by the company for which suitable can be taken by ROC. For example immunity in delaying in filing return of allotment but not against any illegality committed in allotment of shares.

This is a golden opportunity to file all pending Returns Annual Accounts, Statements including all pending Annual Returns pending for any number of years.

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