Annual ROC Filing

Annual ROC Filing for Companies

FORM TO BE FILED Form-AOC-4
PARTICULARS Filing of the company’s Financial Statement (WHETHER STANDALONE OR CONSOLIDATED) for every financial year with the Registrar of Companies
APPLICABILITY 1) OPC
2) Small Companies
3) Other Private Companies
4) Public Companies
DUE DATE FOR FILING THE SAME Within 30 days from the date of AGM
PENALTY IN CASE OF DELAY IN FILING In case of delay in filing Form-AOC-4 company have to bear the penalty of Rs.100/- per day after 30 days till the actual filing of the form.
FORM TO BE FILED Form-AOC-4 XBRL
PARTICULARS Filing of the company’s Financial Statement in XBRL Mode
APPLICABILITY The following companies are required to file AOC 4 XBRL (extensible business reporting language)

1) All companies listed with any stock exchange in India and their Indian subsidiaries.

2) All companies with a capital of 5 crores or above.

3) All companies with a turnover of 100 crores or more.

DUE DATE FOR FILING THE SAME Within 30 days from the date of AGM
PENALTY IN CASE OF DELAY IN FILING In case of delay in filing Form- Form-AOC-4 XBRL company have to bear the penalty of Rs.100/- per day after 30 days till the actual filing of the form.
PARTICULARS Documents to be attached with Form-AOC-4
APPLICABILITY 1) Financial statements duly authenticated as per section 134 (including Board’s report, auditors’ report and other documents) – This is a mandatory attachment

2) Statement of subsidiaries as required under section 129 in the format of Form AOC-1 prescribed under the Companies (Accounts) Rules, 2014 Statement of the fact and reasons for not adopting balance sheet in the annual general meeting (AGM) – This attachment is mandatory based on the applicability

3) Details of salient features and justification for entering into contracts/arrangements/transactions with related parties as per sub-section (1) of section 188 – Form AOC-2

4) *Secretarial Audit Report – This attachment is mandatory if Secretarial Audit was applicable Directors’ report as per sub-section (3) of section 134 – This attachment is mandatory based on the applicability.

*Applicability of Secretarial Audit:

i) Every listed company;

ii) Every public company having a paid-up share capital of fifty crore rupees or more;

iii) Every public company having a turnover of two hundred fifty crore rupees or more; or

iv) Every Company having loans or borrowings from banks or public financial institutions of one hundred crore rupees or more.

Shall annex with its Board’s Report made in terms of sub-section (3) of section 134, a Secretarial Audit Report, given by a Company Secretary in practice, in form MR- 3.

5) Optional attachments, if any

PARTICULARS Certification of Form-AOC-4 /Form-AOC-4 XBRL
APPLICABILITY AOC- 4 / AOC-4 XBRL need to be certified in case of other than small company and OPC and it can be certified by either Chartered Accountant (in whole time practice) or Company Secretary (in whole time practice) or Cost Accountant (in whole time practice).
FORM TO BE FILED Form-MGT-7A
PARTICULARS Filing of Annual Return
APPLICABILITY 1) OPC
2) Small Companies
DUE DATE FOR FILING THE SAME Within 60 days from the date of AGM
PENALTY IN CASE OF DELAY IN FILING In case of delay in filing Form-MGT-7A company have to bear the penalty of Rs.100/- per day after 60 days till the actual filing of the form.
FORM TO BE FILED Form-MGT-7
PARTICULARS Filing of Annual Return
APPLICABILITY For Companies other than OPC and small Companies
PENALTY IN CASE OF DELAY IN FILING In case of delay in filing Form-MGT-7 company have to bear the penalty of Rs.100/- per day after 60 days till the actual filing of the form.

 

PARTICULARS Documents to be attached with Annual Return
APPLICABILITY AOC- 4 / AOC-4 XBRL need to be certified in case of other than small company and OPC and it can be certified by either Chartered Accountant (in whole time practice) or Company Secretary (in whole time practice) or Cost Accountant (in whole time practice).
PARTICULARS Certification of Form-MGT-7
APPLICABILITY Form-MGT-7 need to be certified in case of other than small company and OPC and it can be certified by either by Company Secretary or Company Secretary (in whole time practice)
FORM TO BE FILED Form-ADT-1
(If applicable)
PARTICULARS Appointment/Reappointment of Auditor
APPLICABILITY In case of appointment or reappointment of Auditors in the Annual General Meeting, Form ADT-1 has to be filed.
DUE DATE FOR FILING THE SAME Within 15 days from the date of AGM
PENALTY IN CASE OF DELAY IN FILING 1. Delay up to 30 days- 2 times of normal fees
2. Delay more than 30 days but up to 60 days- 4 times of normal fees
3. Delay more than 60days but up to 90 days- 6 times of normal fees
4. Delay of more than 90 days but up to 180 days- 10 times of normal fees
5. More than 180 days- 12 times of normal fees
FORM TO BE FILED Form-DIR-12
(If Applicable)
PARTICULARS Appointment of Director/ Regularization of Director
APPLICABILITY In case of Appointment of Regularization of Director from Additional Director to Director Form-DIR-12 is required to be filed.
DUE DATE FOR FILING THE SAME Form DIR – 12 has to be submitted to the Registrar within 30 days from the appointment being made.
PENALTY IN CASE OF DELAY IN FILING 1. Delay up to 30 days- 2 times of normal fees

2. Delay more than 30 days but up to 60 days- 4 times of normal fees

3. Delay more than 60days but up to 90 days- 6 times of normal fees

4. Delay of more than 90 days but up to 180 days- 10 times of normal fees

5. More than 180 days- 12 times of normal fees

AMENDMENTS IN ANNUAL RETURN:

(1) Ministry of Corporate Affairs vide Notification dated March 05, 2021 made the following rules further to amend the Companies (Management and Administration) Amendment rules, 2014, namely: –

Short title and commencement

(1) These rules may be called the Companies (Management and Administration) Amendment Rules, 2021.

(2)  They shall come into force on the date of their publication in the Official Gazette.

(2) In the Companies (Management and Administration) Rules, 2014, (herein after referred as the said rules), in rule 11, for sub-rule (1), the following subrule shall be substituted, namely:

“(1) Every company shall file its annual return in Form No.MGT-7 except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return from the Financial Year 2020-2021 onwards in Form No.MGT-7A”;

Before going through the amended provision, we need to throw some light on MCA notification dated February 01, 2021 which shall come into force on April 01, 2021 which states that:

For the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of section 2 of the Act, paid up capital and turnover of the small company shall not exceed rupees two crores and rupees twenty crores respectively.”

From now the amended definition of Small Company as per section 2(85) of the Companies Act, 2013 is as under:

Small company means a company, other than a public company-

(i) paid-up share capital of which does not exceed rupees two crores or such higher amount as may be prescribed which shall not be more than ten crore rupees and

(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed rupees twenty crores or such higher amount as may be prescribed which shall not be more than one hundred crore rupees

Provided that nothing in this clause shall apply to—

(A) a holding company or a subsidiary company;

(B) a company registered under section 8; or

(C) a company or body corporate governed by any special Act;

Definition of OPC: “One Person Company” means a company which has only one person as a member.

In nutshell, From the Financial Year 2020-2021 and onwards the Annual return for One person company and small company will be filed in Form- MGT-7A.

*FOR OPC AND SMALL COMPANIES

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