under

with

S. DHANAPAL
SeniorPartner

S DHANAPAL & ASSOCIATES

A Firm of Practising Company Secretaries
Chennai

ALL ABOUT ANNUAL FILING

W IT H

REGISTRAR OF COMPANIES
-

A Ready Referencer for FY 2015 - 2016

All Companies registered under the provisions of the Companies Act, 1956/2013 are required to file
with the Registrar of Companies, a copy of the audited Balance-sheet and the statement of Profit &
Loss Account within a period of 30 days of holding the Annual General Meeting in terms of Section
137, and the Annual Return within a period of 60 days of the Annual General Meeting in terms of
Section 92 of the Companies Act, 2013 (Act).
In light of the above provisions, all those companies which closed their accounts on 31.03.2016 are
liable to hold their Annual General Meeting to lay and adopt their Balance sheet latest by 30th
September 2016. Consequently the due date for filing balance sheet for such companies is on or
before 29th October 2016 and for Annual Return on or before 28th November 2016. These
documents can be filed electronically through the website of the Ministry of Corporate Affairs (www.
mca.gov.in).
Non-filing of the above statutory returns will lead to non-compliance with the provisions of the Act
which may invite penal action under the provisions of Companies Act, 2013 elaborated hereunder.
Apart from prosecution for default, it may expose the company and its directors to other regulatory
action by Income tax authorities and a delicate risk perception by banks and other financial
institutions who extend financial assistance.
As a part of Annual eFiling, Companies incorporated under the Companies Act are required to e-file
the below documents with the Registrar of Companies (RoC) as follows:

Filing with Registrar of Companies (ROC):

Where AGM is held and Financials are adopted
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 AGM of the company, shall be filed with the Registrar within 30 days of
the date of AGM in Form AOC.4 / AOC CFS/AOC XBRL.

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

 Where AGM is not held

The Financial Statements together with all requisite documents, duly signed along with the
statement of facts and reasons for not holding the AGM shall be filed with the Registrar within
30 days of the last date before which the AGM should have been held.
Where AGM is held but Financials are not adopted

If the financial statements are not adopted at the AGM or adjourned AGM - unadopted
statements along with all required documents to be filed within 30 days of AGM and same will
be treated as provisional by ROC till the adopted financial statements are filed with him after
their adoption in the adjourned annual general meeting for that purpose. Statements approved
in adjourned AGM to be filed within 30 days of adjourned AGM.
Accounts of subsidiaries
A company shall, along with its financial statements to be filed with the Registrar, attach the
accounts of its subsidiary(ies) which have been incorporated outside India and which have not
established their place of business in India.

Applicability XBRL FILING

Filing of Financials in XBRL

A Company fulfilling the below criteria shall file its financial statements in XBRL format:

Listed Companies and their Indian Subsidiaries

Paid up share capital of 5 Crores or more;
Turnover of 100 Crores or more
Companies which have filed in XBRL format for any previous year

The Ministry of Corporate Affairs has vide its General Circular No. 10/2015 dated
13.07.2015 has provided for a separate form AOC-4 CFS for filing of consolidated
financial statements by Companies, which are not required to file its financial statements
in XBRL format. In other words, the companies which are not required to file its financial
statements in XBRL format are required to file Form AOC 4 for its standalone financial
statements and additionally form AOC 4 CFS for its consolidated financial statements.
Form AOC 4 CFS can be filed by the companies only after filing and approval of the form
AOC 4.
M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

Listed
Companies

Unlisted
Companies

Listing
Specific

Sector
Specific

Capital&
TurnoverSpecific

AllListedCo.&
theirIndian

Subsidiaries

Paidup
capital

Turnover

` 5cr.&
above

` 100cr.&
above

Unlisted&
Overseas
subsidiaries

Banking,
Insurance,
Power&
NBFC

Paidup
capitalbelow
5croresand
Turnover
below100
crores

PENAL PROVISIONS
Non-Compliance with any provision of Section 137 relating to filing of copy of
financial statements with Registrar
Company:
Fine of 1,000/- for every day during which the failure continues but which shall not be more
than

10 Lakhs, and

Officer in Default:
The MD and the CFO 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:

Imprisonment for a term which may extend to 6 Months; or

Fine which shall not be less than

Both

1,00,000/- but which may extend to

5,00,000/-; or

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

IMPORTANT INFORMATION ON CONSOLIDATION OF ACCOUNTS

Where a company has one or more subsidiaries, it shall, in addition to standalone financial
statements, prepare a consolidated financial statement of the company and of all the
subsidiaries in the same form and manner as that of its own which shall also be laid before
the annual general meeting of the company along with the laying of its financial statement.
The word subsidiary shall include associate company and joint venture.

Exemption from consolidation:

Preparation of consolidated financial statements by a company is not mandatory if it meets

the following three conditions:1) it is a wholly-owned subsidiary, or is a partially-owned subsidiary of another company
and all its other members, including those not otherwise entitled to vote, having been
intimated in writing and for which the proof of delivery of such intimation is available
with the company, do not object to the company not presenting consolidated financial
statements;
2) it is a company whose securities are not listed or are not in the process of listing on
any stock exchange, whether in India or outside India; and
3) its ultimate or any intermediate holding company files consolidated financial
statements with the Registrar which are in compliance with the applicable Accounting
Standards.

The company shall also attach along with its financial statement, a separate statement
containing the salient features of the financial statement of its subsidiary or subsidiaries in
form AOC 1.

IMPORTANT INFORMATION ON ANNUAL FILING FOR PREVIOUS YEARS

(2013-2014 AND BEFORE)

For Annual Filing for financial year 2013-14 and before, the filing has to be done in e-forms 23AC,
23ACA and 20B. These forms were not available for filing since long and have been made available
now w.e.f. 23.08.2016 for e-filing on MCA. Companies which have pending filings for previous years
can complete their filings now.
M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

VARIOUS FORMS PRESCRIBED UNDER THE PROVISIONS OF THE COMPANIES ACT 2013
TO BE FILED WITH REGISTRAR OF COMPANIES ANNUALLY AND ITS TIMELINE

Form
No.

Companies
(Accounts)
Rules,
2014

AOC-1

Section
129(3) first
proviso
Rule 5

AOC-2

Section
134(3)(h)
Rule 8(2)

AOC-3

Section
136(1)first
proviso
Rule 10
Section 137
Rule 12(1)

AOC-4

AOC-4
XBRL

Section 137
Rule 12(1)

AOC-4
CFS

Section 137
Rule 12(1)

MGT-7

Section
92(1)
Rule 11(1)
Section
92(2)
Rule 11(2)
Section
92(3)
Rule 12(1)

MGT-8

MGT-9

Description of E-form

Physical
or
E-form

Statement containing salient Physical

features
of
the
financial
statement
of
subsidiaries/
associate
companies/joint
ventures
Form
for
disclosure
of Physical
particulars
of
contracts/
arrangements entered into by
the
company
with
related parties referred to in
sub-section (1) of section 188
of the Companies Act, 2013
including certain arms length
transactions under third proviso
thereto
Form of Abridged Financial Physical
Statements

Time Limit for

filing/Requirements

Along with the financial

statements

Along with Boards Report

Along
with
Statements

Form
for
filing
financial E-form
statement
and
other
documents with the Registrar
Form
for
filing
financial E-form
statement
and
other
documents with the Registrar in
XBRL.
Form for filing Consolidated E-form
Financial Statement

Within
30
days
AGM/due date of AGM

of

Within
30
days
AGM/due date of AGM

of

Within
30
days
AGM/due date of AGM

of

Annual return

Within 60 days from the

date/due date of AGM

E-form

Certificate
by
Company Physical
Secretary in practice

Along with Annual return

(MGT-7)

Extract of Annual Return

Along with Boards Report

Physical

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

Financial

MGT-14

Section
117(1)

MGT-15

Section
121(1)
Rule 31(2)

ADT-1

Rule 4(2)

Board Resolution for approval E-form

of financial statements and
Boards Report by Public
Limited Companies
Form for filing Report on E-form
Annual General Meeting by
Listed Companies

Within 30 days of the

Board Meeting

Notice of appointment
auditor by the company

Within 15 days of AGM

of E-form

Within 30 days from the

conclusion of the Annual
General Meeting

IMPORTANT ATTACHMENTS OF ANNUAL FILING FORMS

Form No.

Attachments:

AOC-4

Notice of AGM
Boards report,
MGT-9,
Secretarial Audit Report, wherever applicable
Corporate Governance Report, wherever applicable
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
Annual Report on CSR and CSR policy, wherever applicable
Other Policies
Auditors report,
Financial statements duly authenticated as per section 134,
Cash flow statements, wherever applicable
Statement of subsidiaries/ associates/ joint ventures as required under section 129
in the format of Form AOC-1 , wherever applicable

MGT-7

List of shareholders/transfers,
Debenture Holders,
Approval letter for extension of AGM,if any
Copy of MGT-8;if applicable

MGT-14

Board Resolution for approval of Financial Statements

Board Resolution for approval of Directors Reports

ADT - 1

Eligibility Letter
Appointment Letter
AGM Resolution

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

CHART SHOWING VARIOUS EFFECTIVE DATES WHEN PROVISIONS OF CHAPTER IX

CAME INTO FORCE
Section
128

Chapter

Subjectmattersdealtwith
Books of account, etc, to be kept by company.

Effectivedate
01.04.2014

129

Financial Statement.

01.04.2014

130

Re-opening of accounts on courts or tribunal order

01.06.2016

Voluntary revision of Financial Statements

01.06.2016

131

Chapter IX

132
133

Accounts
of
Companies

134
135
136
137

(128 -138)

138

Constitution of National Financial Reporting Authority

Central Government to prescribe accounting
standards.
Financial Statement, Boards report,etc.

Not yet notified

12.09.2013
01.04.2014

Corporate Social Responsibility

Right of member to copies of audited financial
statement.
Copy of financial statement to be filed with Registrar.

01.04.2014
01.04.2014

Internal Audit.

01.04.2014

01.04.2014

DETAILS OF FEW FORMS TO BE FILED AFTER AGM BASED ON EVENTS

FORMS

AOC 4 /
AOC CFS
/ AOC 4
XBRL
ADT 1

EVENTS

FOR ACCOUNTS : AOC 4 XBRL,

REQUIREMENTS

To be filed within 30 days of AGM supported by

Directors report, Auditors report and financial
statements. (Both Standalone and Consolidated)

APPT OF AUDITOR

To be filed within 15 days of AGM supported by

Consent cum eligibility letter from auditor, AGM
resolution for appointment and appointment letter.

MGT 7

FOR ANNUAL RETURN

To be filed within 60 days of AGM supported by list

of shareholders, transfers, MGT 8, if applicable

MGT 8

FOR ANNUAL RETURN

(Applicable for companies having PUC of Rs. 10

Crores or more or turnover of Rs. 50 Crores or more

MGT 15

REPORT OF AGM

Within 30 days from the conclusion of the Annual

General Meeting.

MGT 14

FOR ALL SPECIAL RESOLUTIONS To be filed within 30 days of AGM supported by

PASSED IN AGM

AGM resolution and explanatory statement

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

ANNUAL RETURN
As per Section 92, every company is required to prepare an Annual Return every year in Form MGT-7
disclosing the details as at the close of the Financial Year. An extract of the Annual Return in Form
MGT-9 should be annexed to the Report of Board of Directors.

If Annual General Meeting is not held, to be filed within 60 days from the date on which the AGM should
have been held along with a statement specifying the reasons for not holding the Annual General
Meeting.
Disclosures to be made in the Annual Return:

registered office, principal business activities, particulars of its holding, subsidiary and associate
companies;
shares, debentures and other securities and shareholding pattern;
indebtedness;
members and debenture-holders along with changes therein since the close of the previous
financial year;
promoters, directors, key managerial personnel (if any) along with changes therein since the
close of the previous financial year;
meetings of members or a class thereof, Board and its various committees along with
attendance details;
remuneration of directors and key managerial personnel (if any);
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, if any;
matters relating to certification of compliances, disclosures as may be prescribed;
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
such other matters as may be prescribed.
M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

SIGNING OF ANNUAL RETURN

Certification of Annual Return

The annual return, filed by a Company having:
paid-up share capital of Rs. 10 Crores or more, or
turnover of Rs. 50 Crores or more,
shall be certified by a Company Secretary in practice stating that the annual return discloses the facts
correctly and adequately and that the company has complied with all the provisions of this Act. The
certificate shall be in Form No. MGT.8

Filing of Annual Return with Registrar of Companies

Every company shall file with the Registrar a copy of the annual return, within 60 days from the date on
which the annual general meeting is held or where no annual general meeting is held in any year within
60 days from the date on which the annual general meeting should have been held together with the
statement specifying the reasons for not holding the annual general meeting, with prescribed fees.
Applicability of Companies Act, 2013 to Annual Return
As per MCAs General Circular No. 22/2014 dated 25.06.2014, it has been clarified that Form MGT-7
shall not apply to annual returns in respect of companies whose financial year ended on or before 1st
April, 2014 and for annual returns pertaining to earlier years. These companies may file their returns in
the relevant Form applicable under the Companies Act, 1956.
M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

EASY REFERENCER TO PREPARE MGT 7 UNDER COMPANIES ACT 2013

SL.

PARTICULARS

CIN/PAN

SIGNIFICANCE
Registration / IT details of company

ACTION POINTS
Press Pre-fill button for system to retrieve
particulars of the Company based on CIN

Listing particulars

Applicable only to listed companies

Mark Yes/No and Press Pre-fill and select

relevant exchange code of stock exchanges

CIN of the Registrar and

Applicable only to listed companies

Transfer Agent

CIN of Registrar And Transfer Agent and

select Pre-fill if not available ,can write
manually

Details about Financial

To be stated as 01.04.2015

year

31.03.2016

Particulars of AGM

Date of Annual General Meeting

Actual date as well as Due date to be typed

Principal Business

Description of activities needs to be

All main businesses need to be entered

Activities

specified with code

( Provisions available upto 10 businesses)

% of total turnover

Total turnover as on 31/03.2016 to be

All activities shall be calculated to100%

to System will allow on or after 1st April 2014.

specified clearly as per FS

8

Particulars of holding,

Name and percentage of shareholding Based on number of companies gets filled in

subsidiary and associate

of Subsidiary to be entered with CIN of many rows will start generated with the

companies (including JV)

those companies

Particulars

of

details of those companies.

Share Equity share capital

Share Capital Break up needs to be

Capital, Debentures and Preference share capital

provided

Other Securities

Number of Classes and class of shares

Unclassified share capital

Details of stock split/consolidation

10

Details of Shares

Complete transfer particulars needs to Date of registration of transfer/ Type of

/Debentures Transfers

be provided.

transfer
Number of Shares/ Debentures Transferred

11

Previous AGM

Date of previous Annual General

Actual date of AGM held to be mentioned

Meeting
12

Indebtedness including

Details of outstanding Non-convertible Total

debentures (Outstanding

debentures,

Partly

convertible debentures at the beginning of the year,

indebtness

including

outstanding

at the end of financial

debentures,

Fully

convertible increases and decreases during the year and

year)

debentures, Secured Loans (including the actual number of debentures outstanding

interest, outstanding / accrued but not at the end of the year for each type of

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

due)

excluding

deposits,Unsecured debentures

Loans, Deposits
13

Securities

(other

than Details of Type of Securities, Number Particulars of securities other than shares

shares and debentures)

of

and debentures can be provided in the rows

Securities, Nominal Value of each Unit, upto 20 rows (Rows gets introduced on
Total Nominal Value, Paid up Value of specifying the number of securities).
each Unit,Total Paid up Value to be
given
14

Turnover and net worth

Clause 91 and Clause 57 of section 2 of Total turnover of the company as specified in

the Companies Act, 2013 deals with the column containing principal business
turnover and Networth.

activities of the company and Total net worth

of the company as calculated as per the
clause 57 of section 2 of the Companies Act

15

Share holding pattern

1.Individual/Hindu Undivided Family

Promoters and Public

2. Government

Total number of shareholders in the

3.Insurance companies

company

4.Banks

Details, Promoters, Debenture holders

5.Financial institutions

Securities at the beginning and thereafter

6.Foreign institutional investors

additions and subsequent deletions need to

7.Mutual funds

be

8.Venture capital

automatically.

9.Body corporate

provided.

Total

gets

generated

Shareholding pattern will be addition of

promoters, non promoters and Public.

16

Composition of Board of

A. Promoter

Number of Directors and Key managerial

Directors and Key

B. Non-Promoter

personnel (who is not director) as on the

Managerial Personnel

(i) Non-Independent

financial year end date

(ii) Independent
C. Nominee Directors representing

Percentage of shares by them.

(i) Banks & FIs

(ii) Investing institutions

17

Directors and Key managerial personnel as

(iii) Government

on financial year end and changes if any

(iv) Small share holder

Details of the board of directors

Meetings of members/class Particulars

of

members/board/committee /Requisitioned

Members

/Class Date of meeting, Total Number of directors

/NCLT

/Court associated as on the date of meeting, Number

Convened Meetings, Board Meetings, of directors attended and % of attendance,

Committee Meetings And Attendance Type of meeting and also details about AGM
Of Directors thereon need to be Attendance.

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

provided
16

17

Remuneration of directors Number of Managing Director, Whole- Number of CEO, CFO and other directors
a & key Managerial

time Directors and/or Manager whose and Company secretary whose remuneration

Personnel

remuneration details to be entered

List of Share and

If numbers are more, then the details Complete list of shareholders, debenture

Debenture holders

of members can be provided in the CD. holders to be enclosed as an attachment.

details to be entered.

Excel sheet has to be uploaded on MCA after

filing the form.

18

CERTIFICATION
(Application

19

only

To

be

certified

by

Practising Company Secretary( in whole time practice)

listed Company Secretary in compliance of Name, COP Number, Category

companies)

sub-section (2) of section 92

Penalty and Punishment

Details of penalties / punishment Details of Name of the company/ directors

imposed on company/directors /officers /officers

Name

of

the

court/Concerned

and details of compounding of offences Authority Date of Order/Name of the Act

and section under which penalised / punished
Details of penalty/ punishment /Details of
appeal (if any) including present status

20

Attachments

In any details need to be provided by 1. List of shareholders

the company where option is not 2. Form MGT-8 (if applicable)
available to provide in the form itself 3. List of share transfers (if applicable)
then the same can be given in the form 4. ROC letter for extension of AGM;
of attachments

in addition to the 5.Copy of MGT-8 ( if applicable)

mandatory attachments

20

Declaration

6. Sheet with details of transfers if required.

The signatory to declare that all the Enter the Board resolution number and date
requirements of the Companies Act, of board resolution authorizing signing and
2013 and the rules made there under in filing of the Annual Return
respect of the subject matter has been
complied

21

Signatory DSC

Pursuant to Section 92(1) of the Director and/or Company Secretary or

Companies Act 2013 and Rule 11 of the
Companies

(Management

Administration) Rules 2014.

Company Secretary in practice

and PAN/DIN/Membership Number or COP

Number

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai


PENAL PROVISIONS
Non-Compliance with any provision of Section 92 relating to filing of Annual
Return with Registrar of Companies
Company:
Fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees,
and
Officer in Default:
The MD and the CFO 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:

punishable with imprisonment for a term which may extend to six months or

with fine which shall not be less than fifty thousand rupees but which may extend to five
lakh rupees, or

with both

MANDATORY FORMS TO BE FILED BY COMPANIES AND THEIR DUE DATES &

FILING FEES
Name of Form

Holding of AGM

Due date Normal Filing

Filing fees if Filing fees if
fees(calculated
of Filing
filed after due filed
more
for cos having date but within than
one
AC of Rs.1
one month of month
after
Crore or More)
due date
due date
should held latest by 30.09.2016 for companies whose financial
year ended on 31.03.2016

Form MGT 14 (For approval of

Within 30

accounts and directors report

days of

in a Board Meeting to be

Board

filed by Public Companies )

Form ADT 1 (For appointment
of Auditor)

600

1800

3000

600

1800

3000

Meeting
Within 15
days of
AGM

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai

Form

AOC4/

AOC4

CFS/

AOC4 XBRL

Within 30

600

1800

3000

600

1800

3000

3000

9000

15000

days of
AGM

Form MGT 7

Within 60
days of
AGM

Total

Disclaimer This write-up has been prepared based on my bona-fide understanding of the provisions provided in the Act and the legal
provisions as they exist. This write up would be an indicative expression of my personal understanding and thoughts about the
provisions provided in the Act and need not be conclusive one and the same should not be construed as professional advise. This write
up only provides basic and elementary knowledge to its readers. Independent professional advice should be sought from professionals
if there requires any further clarity in the provisions of law depending upon various circumstances.

TEAM
CS S.Dhanapal, B.Com, B.A.B.L, F.C.S
CS Smita Chirimar,M.Com,FCS,DCG(ICSI)
CS N. Ramanathan, B. Com, F.C.S
CS R. Pratheepa, B.C.S, A.C.S
CS Lavang Arora, B.Com, ACS
CS Sindhuja Raghuraj, B.Com, LLB, ACS
CS T.Murugan, B.Sc., A.C.A., A.C.S.,
CS. Krithika Vijay Karthik, B.Com, ACS,
CS. Namrata Aasi, B.Com (H), A.C.S

Post your reflections to

S. DHANAPAL
FCS, B.Com, B.A.B.L.

Senior Partner,
S Dhanapal & Associates
(A firm of Practising Company Secretaries)

Suite No.103, First Floor, Kaveri Complex,

Copyright2016WithAuthor
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Email Id. csdhanapal@gmail.com
Website:www.csdhanapal.com

M/s.S Dhanapal&Associates,PractisingCompanySecretaries,Chennai