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Guidance Note on Annual Compliance Requirements and Registers to be Maintained

In this Guidance Note, you will find all the essential information that is required about compliance requirement as well as registers to be maintained by the companies. After reading this article, you will know:

1. Mandatory forms to be filed for annual compliance
 

2. Requirement of employing a Company Secretary


3. Requirement of Audit


4. Statutory Registers/Books to be maintained


For viewing the note, please click here.

GUIDANCE NOTE
Annual compliance requirements and registers to be maintained by companies
One can file the annual returns and other application online through Ministry of Corporate Affairs’ application platform popularly known as MCA21 (which can be accessed here). While, there are separate forms for applications, there are 5 general e-forms which are used to file 24 different notified events (i.e. events for which filing is required). The 5 general e-forms are as follows:

 

S. No. New form no. Purpose of form Old form
1 GNL.1 Form for filing an application with Registrar of Companies 61
2 GNL.2 Form for submission of documents with Registrar of Companies 62
3 CG.1 Form for filing application or documents with Central Government 65
6 RD.1 Form for filing application to Regional Director 24A
7 RD.2 Form for filing petitions to Central Government (Regional Director) 24AAA
 
 
 
 
 
 
 
 
 
 
At the end of the financial year, a company is required to submit the following forms[1] to the ROC:
1. Mandatory forms required to be filed for annual compliance (Under Companies Act, 1956)
Please note: Financial statements, auditor’s report and Board’s report of companies whose financial years commenced before 1 April 2014, need to file the report according of the rules and provisions of the Companies Act, 1956.
  1. Form 23AC (for balance sheet) with following attachments to be filed within 30 days of AGM:
  • Notice of AGM
  • Director's report
  • Auditor's report
  • Balance Sheet with prescribed annexures and schedules
 
  1. Form 23ACA (for profit and loss account) with duly signed profit and loss account attached to be filed within 30 days of AGM.
 
  1. Form 66 (for filing a compliance certificate. See point 2 below to find out if compliance certificate is necessary for your company) to be filed within 30 days of AGM. Under Companies Act, 2013 compliance certificate has been replaced with secretarial audit report which has to be submitted along with the Board Report in Form No MR.3.
 
  1. Form 20B (for annual return) to be filed within 60 days of AGM with following attachments:
  • Duly signed annual return
  • List of directors
  • List of shareholders
  • List of transfers that took place during the year    
 
1. Mandatory forms required to be filed for annual compliance (i.e. for annual filings pertaining to the financial year beginning from 1st April 2014) (Under Companies Act, 2013)
  1. Report on AGM in Form No. MGT.15 must be sent within 30 days of AGM. The report must contain:
    1. Minutes of the meeting
    2. the day, date, hour and venue of the annual general meeting;
    3. confirmation with respect to appointment of Chairman of the meeting;
    4. number of members attending the meeting;
    5. confirmation of quorum;
    6. confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting;
    7. business transacted at the meeting and result thereof;
    8. particulars with respect to any adjournment, postponement of meeting, change in venue; and
    9. any other points relevant for inclusion in the report
  2. Form AOC-3/AOC-4/Schedule-III for financial statement (including consolidated statement for subsidiary companies) which needs to be filed within 30 days of AGM or when the AGM was due to be held). The financial statement should contain:
    1. a balance sheet as at the end of the financial year,
    2.  a profit and loss account, cash flow statement,
    3. a statement of changes of equity, where applicable
    4. and any explanatory note annexed or forming part of the financial statement.
 
  1. Under Companies Act, 2013 compliance certificate has been replaced with secretarial audit report which has to be submitted along with the Board Report in Form No MR.3. See point 2 below to find out if compliance certificate is necessary for your company).
 
  1. Form No MGT-7 (for annual return to be filed as on 31 March of the previous financial year) to be filed within 60 days of AGM with following attachments:
  • Duly signed annual return
  • List of directors
  • List of shareholders
  • List of transfers that took place during the year    
 
2. Requirement of employing a company secretary
Whole time company secretary is required to be employed by a listed company and any other public company if its paid-up capital is Rs. 10,00,00,000 (ten crores) or more. A private company having its paid-up share capital worth 5,00,00,000 (five crores) or more must appoint a whole-time company secretary.
Under the Companies Act, 1956 if paid-up share capital is less than Rs. 10 crores, but Rs. 10 lakhs or more, then it shall obtain a compliance certificate from a Company Secretary and:
  1. File it with the Registrar of Companies ("ROC") in Form 66,
  2. Annex it to the report of the Board of directors, and present it before members in the AGM
 
For a small company and a one person company, which does not have a company secretary, the annual report can be signed by the director(s) of the company.
 
Under Companies Act, 2013 all listed companies and the following categories of companies must file a secretarial audit report which has to be submitted along with the Board Report in Form No MR.3 to the Registrar of Companies.
 
a) a public company having a paid up capital of more than fifty crores or more, or,
b) a public company having a turnover of two hundred fifty crores rupees or more
 
3. Requirement of audit
All companies are required to get their books of account audited. The report need to be prepared as per the accounting standards and according to Section 143 of the Companies Act, 2013..The accounting standards under the Companies Act, 2013 have not been notified (as of 15 April, 2014) and the Companies will have to follow the existing accounting standards.
4. Essential statutory registers / books to be maintained under Companies Act, 2013
 
In addition to the books of accounts, registers of certain particulars that are prescribed under the Companies Act must be maintained by a company. Although the list of particulars provided below is enormous, in practical situations, there is a large register which is divided into many sections, and each section contains the details of the individual items listed below.
 
A Company Secretary (even if he is a part-time company secretary) or accountant of the company may provide assistance in maintaining the registers.
 
Note that some of the registers will only have to be maintained if the situation is applicable. For example, a register of debenture holders (Entry viii below) will only have to be maintained if the company actually has issued debentures. A complete list is provided below:
 
  1. Books of Accounts
  2. Cost Records
  3. Proceedings of General & Board Meetings (Minutes)
  4. Register & Index of Members
  5. Register of Beneficial Owner
  6. Register of Charges
  7. Register of Contracts in which Directors are interested
  8. Register of Debenture holders
  9. Register of Directors and Key Managerial Personnel
  10. Register of Directors’ Shareholding.
  11. Register of Foreign Members
  12. Register of Inter Corporate Loans & Investments.
  13. Register of Investments not held by company in its own name
  14. Register of Renewed & Duplicate Share Certificates
  15. Register of Securities bought back
  16. Register of Security holders
  17. Register of loans, investments, guarantees and securities
 
 
 
 
 
 
[1] The companies are required to submit the financial statements, auditor’s report and Board’s report in respect of the previous financial year (ie, before 1 April, 2014) are required to submit according to old provisions, schedules and rules of the Companies Act, 1956. Download updated forms for filing from the MCA site at http://www.mca.gov.in/MCA21/dca/downloadeforms/Download_eForm_choose.html#
 

 





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