All about ROC Annual Filings

Company Annual Filing

Every company registered under the Companies Act is required to file certain returns with the registrar of companies annually. These yearly filings are mandatory for every registered Company whether the Company carries on business or not.

Every company registered under Companies Act, whether small, one-person company, private limited or public limited are required to file their returns with the registrar of companies annually to keep themselves updated about the working and management of the company.

In general, Company Annual Filings refers to the filing of Audited Annual Financial Accounts of the Company along with Directors Report and Annual Return of Company with Registrar of Companies.

Company Annual Filing – Overview

Companies registered from 1st January to 31st December of a year are liable to file the Financial Accounts, Annual Return and Income Tax Return for the year ended on 31st March of the next year.

However, a company registered on or after 1st January of a year and before 31st March of that year has to file an Income Tax Return for the year ended on 31st March of that year.

1. Annual Financial Accounts

The annual financial statements shall be filed under the format and accounting standards prescribed and give a true and fair view of the state of affairs of the company. The company shall also consolidate the financials of its subsidiary and associates including that of foreign if they have any.

The financial statement after being duly adopted shall be filed along with the Board’s Report in Form AOC-4 within 30 days of the Annual General Meeting However, an OPC shall file their financials by 27th September (180 days from closure of financial year). Companies falling under the ambit of the secretarial audit shall attach the report in Form MR-3 along with the Board’s Report wherever applicable.

Certain classes of companies are required to report the financials in XBRL form in E-Form AOC-4 XBRL. Such companies which have filed their financials in XBRL format shall continue to report in the same format, though they do not fall under such class of companies in the following years.

2. Annual Return

Annual Return under Companies Act is a yearly Return containing the general particulars of the company on the close 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 along with changes therein, promoters, directors, key managerial personnel along with changes therein, meetings of members or a class thereof, Board and its various committees along with attendance details, remuneration of directors and key managerial personnel, penalty or punishment imposed on the company, matters relating to certification of compliances, disclosures etc.

Annual Return in Form MGT-7 has to be filed within 60 days of the Annual General Meeting (AGM).

3. Income Tax Return

As per the Income Tax Act, every company is required to close its financial year on 31st March every year and file returns with the Income Tax Department.

Every Company is required to file Income Tax Returns every year mandatorily whether they do business or not. If the annual turnover of a business is more than Rs.100 lakhs, the accounts have to be audited by a qualified Chartered Accountant as required under the Income Tax Act as well.

Timeline for Company Annual Filing

1. ROC Annual Filing for One Person Company (OPC)

Sec 2(62) “One Person Company” means a company which has only one person as a member.

1. The following two E – forms to be filed for Annual ROC filing is:

a. MGT-7 – Annual return
b. AOC- 4 – Financial Statements, Balance Sheet & P&L Account

2. Due date for Annual Financial Statements (AOC-4): The due date for Annual Filing is 27.09.2021 (if FY ended on 31.03.2021)

3. Due date for Annual Return (MGT-7A) : OPC does not require to hold AGM, yet the due date for filing Form MGT 7 shall be 60 days from the completion of the 6 months from the end of financial year.

4. Form MGT-7A is the form prescribed for Annual Return of One Person Company and Small companies. This form is applicable in respect of Annual Return for the F.Y. 2020-21 and onwards of OPC as defined under Section 2(62) of Companies Act, 2013, and small companies.

5. DIR-3 KYC: DIN KYC through DIR 3 KYC Form / Web form is an Annual Exercise. Last date for filing DIR-3 KYC for Financial year 2020-21 was 30th September, 2021. Penalty after due date is Rs. 5000/-(one time)

• AGM not Applicable for OPC: Section 96 (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.

B. All Companies other than OPC

Some more E-Forms to be filed – ROC Filing Return

*ADT – 1 Note: A company can appoint a statutory auditor either for five consecutive years or till the conclusion of the next Annual general meeting. Therefore, an appointment of the statutory auditor cannot be considered as a part of annual compliance.

Form MGT-8: Form MGT-8 is a certification given on a company’s annual return by a practising company secretary, as per the Companies Act 2013, under Section 92(2). MGT 8 to be attached by a listed company or a company having paid-up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more, shall be certified by a Company Secretary in practice (PCS) and the certificate shall be in Form No. MGT.8. If date of MGT 8 is disclosed after October 01, 2020 then UDIN shall be generated by practicing CS.

Annual Compliance Tracker for Section 8 Companies:

Annual Filling is a mandatory for every company, including Section 8 Companies, incorporated in India. The E-form filing along with the required documents must be filed with MCA/ROC.

1. Appointment of an Auditor: Under Section 139 of the Companies Act 2013, it is mandatory for companies to appoint an auditor.

2. Convening Meetings: Annual general body meetings and other statutory meetings have to be conducted.

3. Report by Directors: Directors of the company shall file their annual report, consisting of fiscal data and corporate social responsibilities, in an appropriate manner.

4. Financial Statement of the Company: The balance sheet, profit and loss A/C, cash flow statement, and other financial statements to be filed by the company for the previous financial year.

5. Tax Returns: At the end of every assessment year, before the 30th of September (generally), tax returns are to be filed and for this year due date has been extended by the Ministry.

6. Section 149 not applicable: Section 8 Companies are not under obligation to appoint an independent director and are free from all the consequential provisions concerned with Independent directors.

Income Tax Return

Latest Updates by CBDT:

CBDT has issued a circular on 9th Sep 21 extending the timelines for certain direct tax compliances for AY 2021-22.

1. ITR Filing due date extension:

a) ITR filing by taxpayers not covered under audit is extended from 30.09.2021 to 31.12.2021
b) ITR filing for Tax audit cases is extended to 15.02.2022
c) ITR filing for transfer Pricing is extended to 28.02.2022
d) ITR filing of Belated or Revised Return for FY 20-21 is extended from 31.12.2021 to 31.03.2022

2. Furnishing Audit Report:

a) Due date to furnish the audit report is extended to 15.01.2022.
b) Due date to furnish the audit report for transfer pricing cases is extended to 31.01.2022.

GENERAL PROCEDURE OF ANNUAL RETURN FILING

1. Prepare Notice, Agenda, Notes to Agenda and documents related to Annual general Meeting (AGM)

2. Conduct a Board Meeting and pass the necessary resolutions

3. Appoint an auditor to research and prepare the financial statements according to Schedule III of the Companies Act, 2013.

4. The Director or the Company Secretary of the company should prepare the Board Report and Annual Return and other necessary documents as per the provisions of the Companies Act, 2013.

5. Conduct another Board Meeting to approve the draft of financial statements of the company, Board Report and Annual Return must be prepared / reviewed by the directors of the company.

6. Hold the Annual General meeting. The financial statements of the company are considered to be final, only when those documents are approved by the shareholders at the Annual General Meeting.

7. Prepare necessary documents for Annual Return Filings.

Annual filling Checklist – ROC

Very Important Points to be noted:

• Preparation of Annual Financial Accounts and Annual Return, both are mandatory for every Company in accordance with the applicable provisions of Law.
• Every Company has to get the accounts audited by a Chartered Accountant in Practice (Auditor of the Company).
• Every Company has to file Form AOC-4 and MGT-7 & MGT-7A, as the case may be, with ROC every year, even if the Company is not carrying on any business.
• Delay in filing Form AOC4 and MGT -7 & MGT- 7A will attract an additional fee / Penalty of Rs.100 per day (fixed) till the date of filing.
• Non-Filing of Accounts and Annual Return for more than 2 consecutive years would result in Closure of Company by ROC. Such companies would be termed as an “inactive company”.
• Non-Filing of Accounts and Annual Return for more than 3 years will result in Disqualification of Directors u/s 164 of Companies Act.
• The Directors of a company are responsible for ensuring that the company complies with all applicable rules and regulations.
• It is urgent and most important to file all your pending returns and forms as early as possible.

Disclaimer:

The content of this article is intended to provide a general guide to the subject matter. Every effort has been made to keep the information cited in this article error-free. Suggestions and feedback to improve the task are welcome. The article and opinions therein are based on our understanding of the law and provisions prevailing as on date. The contents of this article are for information purposes only and does not constitute an advice or a legal opinion and are personal views of the author. The opinion may vary according to one’s interpretation of the law. It should not be relied upon as the sole basis for any decision which may affect you or your business. The authors can be approached at CS Lalit Rajput [email protected] and /CS Tanuj Saxena [email protected]