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transcript
Filing of ROC Returns
DATE- 19th October, 2015
Time- POST LUNCH SESSION
VENUE- CA. S.S. Periwal Auditorium, ICAI Bhawan,Pakhowal Road,
LudhianaORGNISER- Ludhiana Branch of icai
Speaker- Ajay Garg Former Director, Corporation
Bank
COMPANIES ACT, 2013
ANNUAL FILING FORMS 2015
FILING OF ROC RETURNS…..
Team AGBians
Team AGBians
Annual Return
Section 92(1), Rule 11 (1) of Co.
Mgt. & Administration)
FORM MGT-7
FILING OF ROC RETURNS…..
Non XBRL filing
Annual Return
Board Report
Annual Filing
Team AGBians
Notice
FILING OF ROC RETURNS…..
Team AGBians
Financial StatementsS 129, S 137
FORM AOC-4/ AOC-4(XBRL)Form getting updated every alternate day
FILING OF ROC RETURNS…..
Team AGBians
Regularization of
Director
FORM DIR-12
FILING OF ROC RETURNS…..
Team AGBians
Approval of Financial Statements &Board
Report
FORM MGT-14(Deleted from Rules But
still there in Sec- 179(3) of
the Act)
FILING OF ROC RETURNS…..
Team AGBians
Authorization For Related
Party Transaction
S- 188
FORM MGT-14(AOC-2 Needs to be attached
with Directors Report)
FILING OF ROC RETURNS…..
Section 121
Form MGT-15
Report on AGMListed Company
Within 30 days of AGM
Team AGBians
FILING OF ROC RETURNS…..
Team AGBians
Information to the Registrar by Company
for appointment of Auditor
S-139, S-141
FORM ADT-1(No need in case of Ratification.
If ratification fails then Board empowered S139(8))
FILING OF ROC RETURNS…..
Section -93
Form MGT-10 Listed companies to be more vigilant and informative
Reporting 15 days
Change in Shareholding Pattern of
•Promoters or
•Top 10 shareholdersTeam AGBians
FILING OF ROC RETURNS…..
ANNUAL
RETURN
Team AGBians
FILING OF ROC RETURNS…..
MGT-7 (Most Exhaustive
Form)
Annual Return (More
disclosures than Compliance
Certificate)Team AGBians
FILING OF ROC RETURNS…..
Attachments to MGT-7
•List of Share holders• Form MGT-8-LISTED & Others
COMPANIES- C7R11(2)• Approval Letter Extension of
AGM, if any
Team AGBians
FILING OF ROC RETURNS…..
Additional Disclosures-Annual Return
PAN of the Company
Principal Business Activity of the Company
Particulars of Holding, Subsidiary, JV, Associate Companies
Turnover and Net worth as per CA 2013
Shareholding Pattern- Promoters & PublicTeam AGBians
FILING OF ROC RETURNS…..
Turnover
of Company As per S-2 (91)
Team AGBians
FILING OF ROC RETURNS…..
Net Worth
of Company As per S-2(57)
Team AGBians
FILING OF ROC RETURNS…..
Remuneration of KMP & Directors
Details of shares held by Foreign Institutional Investor
Meetings of members/class of members / Board / Committees of the Board of Directors
Team AGBians
FILING OF ROC RETURNS…..
Meetings of members
Details about committees
Meetings of various Committees along with attendance details
Compliance of Section 92(2), In Case of Listed & Other (10:50) Companies - Form MGT-8 (As an Annexure to MGT-7)
Team AGBians
FILING OF ROC RETURNS…..
Penalties Section 92(4)(5)
Non submission of-Annual return within stipulated time
60 days
SECTION -403 –within a period of 270 days from the completion of above 60 days
Officers in default -Imprisonment/fine /or both
Imprisonment-6 months
Fine- -50000 -5000000
Company--Fine-50000 -5000000
CSP- Fine – 50000-500000Team AGBians
FILING OF ROC RETURNS…..
Section -96 (1)One person company (OPC)
AGM
Team AGBians
FILING OF ROC RETURNS…..
Yes MGT -7
FINANCIAL STATEMENTS
Non - xbrl
Team AGBians
FILING OF ROC RETURNS…..
Team AGBians
Annexures to FORM AOC-4
Copy of financial statements duly authenticated as per section 134 (including Board’s report, auditors’ report and other documents)
Company CSR policy as per sub-section (4) of section 135, if Any
FILING OF ROC RETURNS…..
Section 134 (6)Financial
StatementForm AOC-4
Clubbing of Forms 23AC&ACA
Approved by BOD Before Signed by Chairperson
Signed by Two Directors CEO / MD Must Also by CFO & CS In OPC, Signed By one
Director Team AGBians
FILING OF ROC RETURNS…..
Team AGBians
Annexures to FORM AOC-4
XBRL
XBRL financial statements duly authenticated as per
section 134 (including Board's report, auditors‘
report and other documents)
Statement of subsidiaries as per section129-Form AOC-1
(To be attached in respect of Foreign subsidiaries)
FILING OF ROC RETURNS…..
Financial Statement
Digital SignaturesForm AOC-4/ Form AOC-4
XBRL
-Director/ Manager/ CEO/ CFO/ Secretary of the Company
-Certificate by Practicing Professional- CA/CS/CWA Team AGBians
FILING OF ROC RETURNS…..
FINANCIAL STATEMENTS
Xbrl
Team AGBians
FILING OF ROC RETURNS…..
Extensible Business reporting Language (XBRL ) Filing
Applicability-
Listed Companies
Indian Subsidiaries of Listed Companies
Companies having Paid up share Capital Rs. 5 crore & above
Companies having turnover of Rs. 100 Crore & more
Team AGBians
FILING OF ROC RETURNS…..
Extensible Business reporting Language (XBRL ) Filing
Few Popular Software Vendors for XBRL –
Webtel Electrosoft Pvt. Ltd
Rhapsody Accounting and Advisory Services Private Limited
Alphabricks Technologies Private Limited
Skorydov Systems Private Limited
Softpark 21 India
Taxmann Allied Services Private Limited
Relyon Softech Ltd
Team AGBians
FILING OF ROC RETURNS…..
MGT-14
Team AGBians
FILING OF ROC RETURNS…..
Team AGBians
Approval of Financial
Statement & BR- Sec 179(3)(g)
Notification Dated 18.03.2015
Amendment in Rule 8 Chapter XII
FILING OF ROC RETURNS…..
Team AGBians
FILING OF ROC RETURNS…..
ADT-1
Team AGBians
FILING OF ROC RETURNS…..
Appointment of Auditor -Form ADT-1
Ratification of Auditor- NO form Specified
Team AGBians
FILING OF ROC RETURNS…..
If Ratification of Auditor Fails
Casual Vacancy
Power goes to the BOD
Team AGBians
FILING OF ROC RETURNS…..
Rotation of Auditors
Sec 139(2)
5 and 10 S139(2)L/PLC10/PTC20/
PB50CXIR6
Team AGBians
FILING OF ROC RETURNS…..
Annual Filing
Right time to understand
Director’s Report, Auditor’s Report
and Annual Return
Team AGBians
FILING OF ROC RETURNS…..
NOTICE
To
AGMTeam AGBians
FILING OF ROC RETURNS…..
Notice
21 Days Clear Notice
Members, Directors, Auditors Team AGBians
FILING OF ROC RETURNS…..
Notice
AGM at Shorter Notice
(Consent of 95% Shareholders)
Circular Dated 21.07.2015
Circulate financial Statements along
with Notice
Team AGBians
FILING OF ROC RETURNS…..
Agenda to AGM
Ordinary Business S102(2)
Approval of FS, BR & AR
Appointment/ ratification &
Remuneration of Auditors
Ratification of Remuneration of Cost
AuditorRe/Appointment in place of / retiring of
DirectorsDeclaration of
Dividend
Team AGBians
FILING OF ROC RETURNS…..
Agenda to AGM
Special Business
App. Of Independent Directors
Regularization of Additional Director
Authorization to Related Party
Reappointment/Remuneration of MD
Team AGBians
FILING OF ROC RETURNS…..
BOARD’S
REPORT
Team AGBians
FILING OF ROC RETURNS…..
Additional Disclosures-Board Report as Per CA- 2013
Contract and arrangement with Related Parties-
Sec 188- Form AOC-2
Amounts, if any, co. proposes to transfer to
ReservesTeam AGBians
FILING OF ROC RETURNS…..
Future Prospects (Material Changes)
Risk Management Policy
Revision of Financial Statements S131(1)
Team AGBians
FILING OF ROC RETURNS…..
• Conservation, Technology Absorption & Foreign exchange-S134(3)(m)-CIXR8(3)
• Corporate Social Responsibility As Annex.
Team AGBians
FILING OF ROC RETURNS…..
Formal Annual Evaluation Mechanism- L /PLC >25
Nature of Business,
Change in Directorate/ KMP
Change in Status of Subsidiary, JV or Associate Companies
Team AGBians
FILING OF ROC RETURNS…..
Details Relating To Deposits Covered Under Chapter V
Internal financial Control
Corporate GovernanceAppointment of
Cost Auditor-Sec 148 and Cost Audit Rules Team AGBians
FILING OF ROC RETURNS…..
Significant and Material Orders passed by the
Regulators or Courts or Tribunals, etc-
Name and Place of the Regulator, Court or tribunal
Date of OrderImpact of OrderWhether appealed at
higher forum or accepted Team AGBians
FILING OF ROC RETURNS…..
Disclosure under
SHWW (Prevention, Prohibition
and Redressal) Act, 2013
Team AGBians
FILING OF ROC RETURNS…..
Other Disclosures
Disclosure under S131(1)- Revision of Financial Statement/ Board Report;
Disclosure under S149(10) - Appointment of Independent Director;
Disclosure under S177(8)-Audit Committee –rejection of recommendation
Team AGBians
FILING OF ROC RETURNS…..
Other Disclosures
Vigil Mechanism under Prov. to S177 (10)
Disclosure on under Prov. to S197(12)- Remuneration to Director
Team AGBians
FILING OF ROC RETURNS…..
Signing Provision-
Chairperson, if authorized by BOD
At least two directors, one of whom shall be MD
Team AGBians
FILING OF ROC RETURNS…..
AUDITOR’S
REPORT
Team AGBians
FILING OF ROC RETURNS…..
COMPANIES (AUDITOR’S REPORT) ORDER, 2015
UNQUALIFIED OPINION
QUALIFIED OPINION
ADVERSE OPINION
Categories of Auditor’s Report
Team AGBians
FILING OF ROC RETURNS…..
COMPANIES (AUDITOR’S REPORT) ORDER, 2015
Applicability:Applicable to all companies except-
Banking companyInsurance CompanySection 8 CompanyOne Person CompanyPrivate limited Company-
Paid up capital & reserves not more than 50 lac; and
Doesn’t have loan outstanding exceeding 25 lac at any point during financial year; and
Doesn’t have a turnover exceeding 5 crore Team AGBians
FILING OF ROC RETURNS…..
Usual Mistakes while doing MCA filing
Mismatch between e-forms and attached documents.
Mismatch between documents and details entered in Forms
Mismatch of name of city and area code
Team AGBians
FILING OF ROC RETURNS…..
Usual Mistakes while doing MCA filing
Software updation
Improper, incomplete attachment not properly linked
Proper size of the Form
Attachments to be in .pdf form
Latest form to be filled and uploded
Team AGBians
FILING OF ROC RETURNS…..
Usual Mistakes while doing MCA filing
Registered DSC
Ignorance of time limits
Membership No. of Secretary of Company to be registered with MCA
Team AGBians
FILING OF ROC RETURNS…..
Major Challenge
Filing on Time
Team AGBians
FILING OF ROC RETURNS…..
Team AGBians
Extension for Filing-
GC. 10/2015 dated
13/07/2015
FILING OF ROC RETURNS…..
Ajay Garg Team AGBians
agbcorplegal@gmail.comwww.agbcorplegal.com
09811386723
FEELING HONORED WITH THIS DELIBERATION
THANK YOU….!!!!