SECTION 137 OF COMPANIES ACT, 2013 provides

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2 The Contents of this PowerPoint or Adobe presentation, as the case may be, are the bonafide work of S. Rajwanshi and Co, Company Secretaries, New Delhi, hereinafter called and referred to as SRC and is a Copyright Protected work of Team S. Rajwanshi & Co., and is in no way shall be treated as the view of The ICSI or its affiliate offices or any of its Office Bearers including its Council, various Committees, Research Teams and Departments. SRC hereby re-confirms that the presentation is the bonafide brainwork of Team SRC and is in no violative on any account of Copyright or any other IPR. This PPT shall not in anyway be circulated without authorization of its authors except for sole individual academic usage and benefits. The ICSI may or may not endorse the view of the Presenter without prejudice to the discretion of users and beneficiaries to gain from the contents. The authors hereby confirms that they have not sought any monetary, pecuniary or gain of any kind and also the same has not been offered to us by any one and this PPT is presented solely with first and last objective of professional and academic guidance. Views expressed, exchanged or shared during the presentation are solely of the authors. Participating members are at liberty to alienate themselves from participating or viewing the same as the same is not binding and forceful to them, at any time.

3 Timely Filing of All Returns to be filed. Avoidance of Litigation and show cause notices. Timely Compliance of the Provisions of the Act. Ensures Transparency in the Management of the Company. Increases investor s faith upon Company. Avoidance of Director s Disqualification(S-164).

4 SECTION 137 OF COMPANIES ACT, 2013 provides (1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed within the time specified under section 403: Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such un adopted financial statements along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose: Provided further that financial statements adopted in the adjourned annual general meeting shall be filed with the Registrar within thirty days of the date of such adjourned annual general meeting with such fees or such additional fees as may be prescribed within the time specified under section 403

5 Provided also that a One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial year: Provided also that a company shall, along with its financial statements to be filed with the Registrar, attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not established their place of business in India. (2) Where the annual general meeting of a company for any year has not been held, the financial statements along with the documents required to be attached under sub-section (1), duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be filed with the Registrar within thirty days of the last date before which the annual general meeting should have been held and in such manner, with such fees or additional fees as may be prescribed within the time specified, under section 403. (3) If a company fails to file the copy of the financial statements under sub-section (1) or subsection (2), as the case may be, before the expiry of the period specified in section 403, the company shall be punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both.

6 Section 92 of Companies Act, provides (1) Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding (a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies; (b) its shares, debentures and other securities and shareholding pattern; (c) its indebtedness; (d) its members and debenture-holders along with changes therein since the close of the previous financial year; (e) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year; (f) meetings of members or a class thereof, Board and its various committees along with attendance details;

7 (g) remuneration of directors and key managerial personnel; (h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment; (i) matters relating to certification of compliances, disclosures as may be prescribed; (j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and (k) such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice.

8 Sr. No. Document E-Form 1 Balance-Sheet Profit & Loss Account Form AOC-4 to be filed by all Companies 2 Annual Return Form MGT-7 to be filed by Companies having share capital 3 Certificate only by Practicing Company Secretary. MGT-8 to be filed by all listed Companies and Public Companies having paid up capital of Ten Crore or more or turnover of Fifty Crore rupees or more. (Apart from Sec Audit, even if Applicable)

9 23ACA WAS NOT A PUBLIC DOCUMENT FULL AOC-4 IS A PUBLIC DOCUMENT P & L NEED NOT BE FILED AND SCANNED SEPARATELY COMPOSITE FORM EASE OF FILING EASE AT THE TIME OF INSPECTION

10 BASIC GUIDELINES FOR FILING THE FORMS Unless a Filer is a Director, he can not file the returns without first being appointed as a Director. Apply for DIN from the MCA Portal in case you don t have DIN. Obtain Digital Signature Certificate (DSC) from any Certifying Authority & register it on MCA portal. Check the Master Data of the Company on the MCA portal, in case of any error, get it corrected from the respective ROC office. Ensure that DIN-3 of the Authorized Signatory/ies has been filed (in respect to the Authorized Signatory/ies appointed prior to 1st July 2007). Download and file only the latest version of the e-form from the MCA portal. In case any field is not applicable, zero may be entered. In case AGM is not held or AGM is held after the due date of AGM including extension of time granted if any, then the information is to be provided up to the due date of AGM or due date of AGM after extension, as the case maybe.

11 Sec-137-Filing of Financial Statements. RETURN NAME: AOC-4. DUE DATE: 30 DAYS FROM DATE OF AGM. (UP TO without additional Fee) SIGNED BY: MD/WTD/DIR/SECRETARY ATTACHMENTS: COPY OF AUDITED BS and NOTICE DIRECTORS REPORT,AUDTIORS REPORT, WITH AOC-2 and COPY OF ACCOUNTS OF SUBSIDIARY Cos. AND MGT-9.

12 Step 1 Download AOC 4 Go to this Link and download form with instruction Kit S. Rajwanshi & Co

13 Step 2 Save the form properly. Read instruction kit and start filling the form At Point No. 1 Fill CIN No. and use pre-fill utility. All details upto point no. 2 will be filled automatically. Then fill F.Y. at point 3 and all other details as required.

14 after filling particulars of balance sheet and profit and loss account, u need as give details related to principal product and service on page no. 10. use provided like to find the product code.

15 After data entry there are two mandatory attachments first is financial statements and second is details of other entities at point no. 8. At this attachment give details of interest of members and directors in other entity as per IFRS 12.Format of this detail is attached at note 1 further.

16 Step 3 Prescrutiny After this, fill details of person who are signing the form. Use check form utility to get the form filled completely. On no error message, place digital signature and do prescrutiny. If everything is correct, following information will pop-up in your window.

17 Sec-92-Filing of Annual Return. RETURN NAME: DUE DATE: MGT DAYS FROM DATE OF AGM. (UP TO ) SIGNED BY: MD/WTD/DIR/SECRETARY ATTACHMENTS : LIST OF SHAREHOLDERS OR ELSE SUBMIT THE COMPLETE PARTICULARS TO JURISDICTIONAL REGISTRAR OF COMPANIES IN CD/DIGITAL MEDIA AND MGT-8 (IF REQUIRED), SEPARATE LIST OF SHARE TRANSFERS AND TRANSMISSION (PREFERABLY)

18 Step 1 Download MGT 7 Go to provided Li1nk and download form with instruction Kithttp://

19 Step 2 Fill the form S. Rajwanshi & Co Save the form properly. Read instruction kit and start filling the form First of all mention CIN no. of the company and use pre fill facility. Up to point no. VI of first point will be filled automatically (as shown below)

20 Principal business activities of the company As you will click on no. of business activity it will ask you to fill the turnover of the business and that column (point 5 on page no 7) will appear before you. For filling other details at this point, use instruction kit. 1. Give details of particulars of holding, subsidiary, joint ventures and associate companies 2. Give details of share capital, debentures and other securities of the company 3. Turnover and net worth of the company (as defined in the Companies Act, 2013 You have already filled turnover, now fill other information

21 4. Share holding pattern promoters & public 5. Number of promoters, members, debenture holders details 6. Details of directors and key managerial personnel 7. Meetings of members/class of members/board/committees of the Board. 8. Remuneration of directors and key managerial personnel 9. Matters related to certification of compliances and disclosures 10. Penalty and punishment details thereof1 11. Whether complete list of shareholders, debenture holders has been enclosed as an attachment 12. Compliance of sub-section (2) of section 92, in case of listed companies 13. After all the above information declaration by director and certification by company secretary is required. 14. Following attachments is required List of share holders, debenture holders Approval letter for extension of AGM Copy of MGT-8 Optional Attachement(s), if any ***For F.Y , MGT 7 is not required to be certified by CS or PCS in case of small company.

22 Step 3 Prescrutiny After this, fill details of person who are signing the form. Use check form utility to get the form filled completely. On no error message, place digital signature and do prescrutiny. If everything is correct, following information will pop-up in your window.

23 RETURN NAME: MGT-8. DUE DATE: 60 DAYS FROM DATE OF AGM. (NOW UP TO ) TO BE ATTACHED ALONG WITH FORM MGT-7. SIGNED BY: ELIGIBILITY: COMPANY SECRETARY IN PRACTICE IN CASE OF A LISTED COMPANY OR A COMPANY HAVING PAID UP SHARE CAPITAL OF TEN CRORE RUPEES OR MORE OR TURNOVER OF FIFTY CRORE RUPEES OR MORE,DETAILS OF COMPANY SECRETARY IN WHOLE TIME PRACTICE CERTIFYING THE ANNUAL RETURN IN FORM MGT-8.

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26 PHYSICAL DOCUMENTS TO BE KEPT READY 1. CORRESPONDENCE WITH SECRETARIAL AUDITORS 2. COPIES OF BOARD RESOLUTIONS 3. COPIES OF AGM RESOLUTION FOR AUDITORS 4. CORRESPONDENCE WITH STATUTORY AUDITORS 5. COPIES OF BALANCE SHEETS IN FULL 6. LIST OF SHAREHOLDERS AS AT??/??/???? CONTD..

27 7. AOC-2 8. MGT-9 10.CSR POLICY ANNEXURE 11. SECRETARIAL AUDIT REPORT 12. FINANCIALS OF SUBSIDIARY COMPANIES 13.DOCUMENTS PERTAINING TO INCOMING AND OUTGOING DIRECTORS. AUTHORISATION LETTERS (optional)

28 LAST BUT NOT THE LEAST. MOST IMPORTANT THING THAT NEEDS TO BE KEPT HANDY.

29 On Company 1,000/- Per Day Upto 10 Lakh Rupees. On MD/CFO/Director/All Director Imprisonment up to 6 Months and/or Fine of Rs. 1 Lakh up to Rs Five Lakh or Both.

30 CONSEQUENCES OF NON FILING OF RETURNS: 1. SERVICE OF SHOW CAUSE NOTICE 2. INVESTOR COMPLAINTS 3. PROSECUTION AND PENALTIES 4.COMPOSITION OF OFFENCE 5. DISQUALIFICATION OF DIRECTORS OTHERS: 1. WITHDRAWL OF BANKING CREDIT FACILITIES 2. LOSS OF GOODWILL AND REPUTAION 3. LOSS OF FAITH BY THE INVESTORS AND SHAREHOLDERS

31 ROC SHOW CAUSE NOTICE S. Rajwanshi & Co

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35 Annual Compliance for One Person Company Every OPC shall comply with Annual Requirements of ROC shall file: File Form MGT-7 - Statement of Disclosure of Shareholders and Directors - within 60 days from Date of Annual General Meeting (AGM) File Form AOC-4- Annual Accounts of Companies before 30th October every year.

36 Procedure For Annual Compliance fulfillment Maintain Proper Books of Accounts. Prepare and File Balance Sheet. Get your accounts Audited by Chartered Accountant. File Form ADT-1, AOC-4 and Form MGT-7 with ROC. Need for Annual Compliance Late filing or non-filing of Annual Return before the due date will attract a penalty 12 Times of Normal Fees. Further, the Company cannot be wound-up or closed without filing of the return. Therefore, it is best to file the Annual Return within the due dates

37 Annual Compliance for Section 8 Company Is similar to all other Companies. Every Section 8 Company shall comply with Annual Requirements of ROC shall file: File Form MGT-7 - Statement of Disclosure of Shareholders and Directors - within 60 days from Date of Annual General Meeting (AGM) File Form AOC-4- Annual Accounts of Companies before 30th October every year.

38 Procedure For Extension of AGM Hold board meeting and pass a resolution for extension of time limit for holding AGM. The Company shall make an application in the prescribed e-form GNL 1 to the Registrar before the due date for holding AGM. ROC approval should be placed before the board for information and steps should be taken to hold the AGM within the time approved by the ROC.

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44 vs S. Rajwanshi & Co

45 HOW MANY DSCs? S. Rajwanshi & Co

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47 Q and As. S. Rajwanshi & Co

48 ALWAYS PREPARE MINUTES BEFORE FILING ALWAYS FILL CORRECT CIN ALWAYS FILL CORRECT DIN ALWAYS USE VALID DSC ALWAYS CHECK AND RECHECK DON T USE YOUR LOGIN ID ALWAYS PAY THE CHALLAN WHEN PAID BY PAY LATER MODE ALWAYS TRACK AND SAVE THE CHALLAN ALWAYS PRESERVE APPROVAL ALWAYS TRACK AFTER FILING

49 S.RAJWANSHI & CO. COMPANY SECRETARIES C-19, Ashoka Enclave, PEERA GARHI, NEW DELHI , , ,