Submission of Annual Financial Statements and Annual Return by Private Limited Companies under the Companies Act 2013

1. Which are the relevant sections pertaining to disclosures’ to be made in Annual Financial Statements and Report of Directors and Annexure thereto?

(i) Section 129, read with Rule 5-6 of the Companies (Accounts) Rules 2014 and schedule-III, for Financial Statements;
(ii) Section 134 read with Rule 8 of the Companies (Accounts) Rules 2014 for contents of Directors Report;
(iii) Section 1351 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 for disclosure by the Companies about CSR activites;
(iv) Section 186 (4) for disclosure about loans, guarantees and investments to Members in the Annual Financial Statement;
(v) Section 188 (2) pertaining to disclosure of every Related Party Transaction in Board’s Report in Form AOC-2;
(vi) D isclosure under the proviso to sub-section (3) of section 67 pertaining to exercise of voting rights arising out of shares purchased by the employee out of funds provided by the Company;
(vii) Compliance with respect to provisions of section 73 read with Companies (Acceptance of Deposit) Rules 2014;
(viii) Section 92 pertaining to extract of Annual Return to be attached with Board Report;
(ix) Confirmation about eligibility and willingness of Statutory Auditors and their proposed appointment and ratification by Members in respect of existing tenure u/s. 139 (1) and Provisos thereto.

2. What are the contents of Annual Return?

In terms of section 92, Annual Return completed upto the close of financial year should be prepared containing therein following information:

(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;
(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;

3. In which format Annual Financial Statements and Report of Directors and Annexure thereto and Annual Return should be filed with the Registrar?

Clear scanned copies of the following documents, digitally signed by One Director holding valid digital signature and further certified by Practicing Professional shall be filed with the Registrar of Companies having jurisdiction over the Registered Office of the Company in the following Formats:

(a) E -Form AOC-4 for Copies of Financial Statements, Report of the Auditors and Report of the Board;
(b) E -Form AOC-4-CFS for submission of consolidated financial statements pertaining to subsidiary companies and associate companies2 ;
(c) E -Form AOC-4 XBRL in respect of Private Companies having turnover of Rs.100 crore or more or Companies with paid up capital of Rs.5 crore or more, Annual Financial Statements, including Report of Auditors, Directors Report, Annexure thereto should be filed electronically3 within 30 days of date of Annual General Meeting4
(d) A nnual Return in E-Form MGT-7 completed upto close of Financial Year should be filed within 60 days of the date of the Annual General Meeting.

4. What is the signing and certification requirements pertaining to Annual Return?

Annual Return should be signed by a Director and a Company Secretary, where there is no Company Secretary; the same should be signed by Company Secretary in practice.

Except in case of One-Person Company and Small Company the Annual Return should be signed by the Company Secretary or Director.

Every Company filing Annual Return, having a paid up share capital of Rs.10 crore or more or turnover of Rs. 50 crore or more shall get the Annual Return certified by Company Secretary in practice and the Certificate shall be in Form MGT-8.

5. What are the penal provisions in respect of failure on the part of the Company to file Annual Financial Statement and Annual Return applicable to the Company and its Directors?

(a) Failure to file Financial Statements:-

Penalty for Company:

If a Company fails to file within the time period provided u/s. 403 of the Act, it shall be punishable with a fine of Rs.1,000 per day till the default continues and aggregate of such fine cannot exceed Rs.10 lakh.

Penalty for Managing Director, CFO or Other Director:

The Managing Director and the Chief Financial Officer of the Company,( if any), and, in the absence of the MD and the CFO, 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 Rs.1 lakh but which may extend to Rs.5 lakh, or with both.

(b) Failure to file Annual Return:-

Penalty for Company:

Failure on the part of the Company to file Annual Return within time limit provided u/s. 403 even with additional fees would attract a fine minimum of Rs.50,000/- but which may extend upto Rs.5,00,000/-.

Punishment for Officer in Default:

Every Officer of a Company in default shall be subject to imprisonment extending upto 6 months or a fine minimum of Rs.50,000/- but which may extend upto Rs.5,00,000/- or both.