INDIAN COMPANY SECRETARY

ANNUAL CALENDAR COMPLIANCE FOR PRIVATE COMPANIES

2019-03-04T02:20:00.002-08:00

We have laid down the basic annual compliances for a private company as per The Companies Act, 2013 and forms to be filed with ROC/MCA.

No.

Forms

Purpose

Applicability

Due Date and time

Exemption

Documents required

Penalty

INC- 20A

Filing of details about the Subscription amount at the time of incorporation

Companies incorporated on or after 02.11.2018

Shall file Form Inc-20A

Within 180 days of incorporation of the company

Companies incorporated before 02.11.2018

Proof of receipt of subscription Amount.

1.Company:

Penalty of Rs.50,000

2. Action may be initiated by the Registrar for removal of name of the company on belief that the company is not carrying any business.

ACTIVE FORM-INC 22A

Filing of the particulars of the company & its registered office.

Every company incorporated on or before the 31st Dec., 2017

On or Before 25th April, 2019

Companies which are:

1.Strucked off

2. under process of striking off

3.Under liquidation

4.Amalgamat-ed or dissolved

1.Photograph of Registered Office exterior and interior with one of the director.

1.Late filing attracting penalty of Rs.10,000

2. Non filing may lead to “ACTIVE NON COMPLIANT “Status of the company.

DIR-3 KYC

Filing of Director’s KYC Details who has been allotted DIN

Every Director having an “APPROVED DIN”

On or Before

30th April of every Financial Year

N.A.

1.PAN (Mandatory)

2.Aadhar Card (Mandatory)

3. Voter Id 4.Passport(if Foreign national is holding a DIN)

5. Driving License

Late filing attracting penalty of Rs.5,000

MSME Form-I

ONE TIME RETURN:

Submission of details of all outstanding dues beyond 45 days to MSME as on 22.01.2019

Every Specified Company i.e.

Public or private who received Goods or services from MSME

Within 30 days from the availability of Form MSME-I on MCA21 Portal

Companies with no outstanding payments to MSME or such outstanding payments are for not more than 45 days

1.Details of Outstanding dues (Name of the parties and amount due)

2.Reasons for delay

1.Company–upto Rs. 25,000

2. Directors, CFO and CS

Imprisonment – up to 6 Months or

Fine – not less than Rs. 25,000 upto Rs. 3,00,000 per person

HALF YEARLY RETURN:

Submission of details of all outstanding dues to MSME along with the Reasons for the delay

Every Specified Company i.e.

Public or private who received Goods or services from MSME

First Half yearly:-

1:- 1^st April to 30^th September - 31st October every year -Second Half yearly:-

2:- 1st October to 31st March - 30th April every year

No outstanding payment to MSME

1.Details of Outstanding dues (Name of the parties and amount due)

2.Reasons for delay

1.Company – upto Rs. 25,000

2.Directors, CFO and CS

Imprisonment – up to 6 Months or

Fine – not less than Rs. 25,000 upto Rs. 3,00,000 per person

DPT- 3

ONE TIME RETURN:

Reporting Of Outstanding sums of Receipt Of Money Not Considered As Deposit As Per Rule 2(1)(C)

All co(s)whether small, Non small, Private, Public, OPC

Within 90 days from the commencement of the notification i.e.22nd Jan,2019

1.Government company

2.NBFC

3.Housing finance Company

1.Auditor’s Certificate

2. Copy of trust deed – Mandatory if company has trust deed

3. Copy of instrument creating charge.

4. List of depositors.

5. Details of liquid assets

Penalty for late filing

1.upto 30 days: 2 times of Normal fees

2. More than 30 days and upto 60 days: 4 times of normal fees

3. More than 60 days and upto 90 days: 6 times of normal fees

4. More than 180 DAYS: 12 times of normal fees

YEARLY RETURN:

Reporting Of Outstanding sums of Receipt of Money Not Considered As Deposit As Per Rule 2(1)(C) and Deposits

All co(s)whether small, Non small, Private, Public, OPC

By 30th June of every year containing details as on 31st March.

1.Government company

2.NBFC

3.Housing finance Company

1.Auditor’s Certificate

2. Copy of trust deed – Mandatory if company has trust deed

3. Copy of instrument creating charge.

4. List of depositors.

5. Details of liquid assets

Penalty for late filing

1.upto 30 days: 2 times of Normal fees

2. More than 30 days and upto 60 days: 4 times of normal fees

3. More than 60 days and upto 90 days: 6 times of normal fees

4. More than 180 DAYS: 12 times of normal fees

ADT- 1

Notice to the Registrar by

company for appointment/

Reappointment of Statutory Auditor

All Companies

Within 15 days from the date of AGM – (14th October in each financial year)

1.Copy of General Meeting Resolution for appointment of Auditor

2.Consent of the Auditor

3.A certificate from the Auditor that he/she not disqualified to be appointed as an Auditor

Penalty for late filing:

1.upto 30 days: 2 times Of Normal fees

2.More Than 30 Days And Upto 60days: 4 times of normal fees

3.More Than 60 Daya And Upto 90days: 6 times of normal fees

4.More than 180 days: 12 times of normal fees

AOC- 4

Filing of financial statements

All Companies

Within 30 days from the date of AGM

1- Audited Signed financials

2- Signed Directors Report with MGT- 9

Rs. 100 per day after due date

MGT- 7

Filing of Annual Return

All Companies

Within 60 days from the date of AGM

1. List of shareholders, debenture holders

2. Copy of MGT-8; (if Applicable)

3. Approval letter for extension of AGM (if any)

Rs. 100 per day after due date

NFRA-I

ONE TIME RETURN:

Filing of particulars of the Auditors

Companies not covered under NFRA Rules

Within 30 days from the availability of the Form NFRA-1 on the MCA Portal

Form not yet released

As per Act

This is a comprehensive list which is mandatory as per the conditions stated. Filing of any other form other than this list depends on the working of the company.

Please mail us at auindiacs@gmail.com for any queries.

DIR-3 KYC

2018-12-07T02:02:00.000-08:00

This form as been introduced by insertion of Companies(Appointment and Qualification of Directors) Fourth Amendment Rules, 2018 (Rule 12A).

As per rule, every individual who has been allotted a director identification number (DIN) as on 31st March of a financial year shall, submit e-form DIR-3-KYC on or before 30th April of immediate next financial year.

The form has to be mandatorily filed by disqualified directors also.

Every individual who has already been allotted a director identification number (DIN) as at 31st March, 2018, shall submit e-form DIR-3 KYC on or before 31st August, 2018.

The central government or regional director shall, deactivate the director identification number (DIN), of an individual who does not intimate his particulars in e-form DIR-3-KYC within stipulated time.

The de-activated din shall be re-activated only after e-form DIR-3-KYC is filed along with penalty fee of Rs. 5000/-.

REQUIREMENTS OF FORM

Unique Personal Mobile Number and Personal Email ID of Director (OTP will be received for verification purpose)

Permanent Address Proof, Copy of Aadhaar Card (for citizens of India), Copy of Passport (In case ‘Yes’ is selected in the field “Do you have a valid passport)-Documents should be self attested.

Indian Nationals : PAN based DSC should be used i.e. DSC should contain PAN as specified in the form. Ensure that the name, father’s name and date of birth is as per the income-tax PAN details.

Foreign Nationals : Applicant's name in DSC should match with his/her name entered while filing the form(DIR-3 KYC)

The form should be filed by every Director using his own DSC and should be duly certified by a practicing professional (CA/CS/CMA).

You can watch our video on the same to know the filing process or contact us at auindiacs@gmail.com for more queries.

Correction in PAN online through Adhaar (PAPERLESS)

2018-05-01T09:05:00.003-07:00

Watch this video to know the live demonstration of Correction in PAN online through Adhaar.

Ensure that your Mobile number is registered with Adhaar before you go through this process.

Amendment to Companies (Share Capital and Debentures) Rules, 2014

2018-04-12T04:23:00.003-07:00

The Ministry of Corporate Affairs vide notification dated 10^th April, 2018 has amended the Companies (Share Capital and Debentures) Rules, 2014, through Companies (Share Capital and Debentures) Amendment Rules, 2018.

Accordingly, rule 5 sub-rule (3) of Companies (Share Capital and Debentures) Rules, 2014 has been substituted and revised rule shall be read as under:

(3) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of persons required to sign the certificate.

Explanation. - For the purposes of this sub-rule, it is hereby clarified that,-

(a) in case of an One Person Company, it shall be sufficient if the certificate is signed by a director and the company secretary or any other person authorised by the Board for the purpose.

(b) a director shall be deemed to have signed the share certificate if his signature is printed thereon as facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of rubber stamp, provided that the director shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose.

Amendment to Schedule I of Companies Act, 2013

2018-04-12T04:19:00.004-07:00

The Ministry of Corporate Affairs vide notification dated 10^th April, 2018 has amended the Schedule I of Companies Act, 2013. The brief of the amendment are as under:

Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed a company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of the persons required to sign the certificate.

Explanation- For the purposes of this item, it is hereby clarified that in case of an One Person Company, it shall be sufficient if the certificate is signed by a director and the company secretary, wherever the company has appointed a company secretary, or any other person authorised by the Board for the purpose.

The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

Explanation- : For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.

Extension of CODS Scheme

2018-03-31T00:49:00.000-07:00

The Ministry of Corporate Affairs, on consideration of requests received from various stakeholders, has decided to extend the Condonation of Delay Scheme, 2018 upto 30th April, 2018.

Further it has been decided to extend the last date of filing Form AOC-4 XBRL using Ind AS for the financial year 2016-17, without additional fee till 30th April, 2018

Change in name of company

2018-03-06T00:36:00.002-08:00

The name of a company is regarded as the identity of a company. The Memorandum of Association (MoA) of the company consists of the name clause of the company; hence change in name ultimately results in the alteration of the MoA.

Change of name can be done at any time after incorporation of the company with the approval of the shareholders. It is regulated under Section 13 of the Companies Act, 2013 and Rule 29 of Company (Incorporation) Rules, 2014.

Section 13 : A company may alter its name after passing of the special resolution and with the approval of Central Government.

Rule 29 : The change of name shall not be allowed to a company which has not filed annual returns or financial statements due for filing with the Registrar or which has failed to pay or repay matured deposits or debentures or interest thereon.

PROCESS OF NAME CHANGE

Issuance of Notice : Issue not less than 7 days notice and agenda of Board Meeting to all the directors of the company and call a Board Meeting to apply for change of name of company.
Hold Board Meeting : Hold Board Meeting and pass the resolution to consider the proposal of change in the name of company and authorize director to apply the same through ‘RUN’ –web service launched by MCA.
Application of Reservation of Name : Apply for reservation of Name on MCA website through RUN by paying Rs. 1000/- which will be reserved for 60 days if approved by the concerned authority.
Board Meeting : Issue not less than 7 days notice and agenda of Board Meeting to all the directors of the company and hold a Board Meeting to place the name of company approved and schedule the Extra Ordinary General Meeting (EGM).
Issue Notice to call EGM : Issue not less than 21 days clear notice and agenda of EGM to all the directors and members of the company.
Hold EGM : Pass the special resolution for alteration of MOA and AOA regarding the name change and authorize the directors to file FORM INC-24 and MGT-14.
Watch this video to know how to file the forms https://youtu.be/XlmuQh4nVz0

Appointment of Directors : Changes as per Companies Amendment Act , 2017

2018-03-01T00:53:00.001-08:00

1. Company to have Board of Directors (Section 149)

Section 149(3) has been modified stating that residential status of a Director shall be computed on the number of days (182 days) stayed in India during the financial year not on the basis of previous calendar year. Further in case of newly incorporated company the requirement of 182 days shall apply proportionately at the end of financial year in which it is incorporated.

Various changes have been done U/s 149(6) regarding the eligibility of the independent director.

2. Appointment of Directors (Section 152)

Necessary changes have been made to provide that in addition to DIN, a director may hold any other identification number as prescribed U/s 153 to be appointed as Director.

3. Application for allotment of DIN (Section 153)

In order to provide ease of business, Central Government may prescribe any identification number which shall be treated as DIN and in case any individual holds or acquires such identification number, the requirement of this section shall not apply or apply in such manner as may be prescribed.

4. Right of persons to stand for directorship (Section 160)

A new proviso has been inserted giving out the relaxation by giving away with the requirement of deposit of rupees one lakh with respect to nomination of directors in case of appointment of independent directors or directors nominated by nomination and remuneration committee or a director recommended by the Board of Directors of the Company, in the case of a company not required to constitute Nomination and Remuneration Committee.

5. Right to directorship (Section 161)

Section 161(2) has been amended by restricting a person to be appointed as an alternate director if he already holds any directorship in the same company.

Further private and public companies may fill the casual vacancy in the Board Meeting which shall be subsequently approved by the members in the ensuing general meeting.

6. Disqualification for appointment of Director Section 164.

When a Director is appointed in Company which is in default of filling of Financial statement or annual return or repayment of deposits or pay interest or redemption or debentures or payment of interest or redemption of debentures payment of interest thereon or payment of dividend such director shall not incur the disqualification for a period of 6 month from the date of his appointment.

The change has been provided so that the disqualification under section 164(2) is applicable to a director only at the time of non-compliance and in case of a continuing default, the new director shall be granted a period of six months from appointment to make the company compliant.

It is also clarified that disqualification arising due to conviction by court or order passed by court or tribunal or conviction related to section 188, shall continue to exist even if appeal or petition has been filed against the order of conviction or disqualification.

7. Number of Directorships (Section 165)

The amendment specifies that while reckoning the limits of directorship of twenty companies, directorship in dormant company will be excluded.

8. Vacancy of Office by director (Section 167)

Section 164(2) talks about the disqualification of directors due to default in filing of financial statements, annual return, payment of dividend etc. It was observed that due to this non-compliance read with the earlier provisons of Section 167(1), the office of all the directors would become vacant, and no new director could be appointed, so in order to come out of this situation, it is held that the disqualified director shall vacate office in all the companies other than the company which is in default.

Further the directors will not vacate office for 30 days from the date of disqualification/conviction in certain cases where an appeal is preferred.

9. Resignation of Director (Section 168)

The filing of Form DIR-11 by a director for his resignation is made optional.

ACCOUNTS OF COMPANIES - Changes as per Companies Act 2017

2018-02-27T07:22:00.000-08:00

1. Preparation of Financial Statements (Section 129)

The Act has come up with a clarificatory addition of the word associate companies with the subsidiary companies while preparation of consolidated financial statements(CFS) in accordance with the applicable AS. Earlier due to absence of this term there was confusion whether to include associate companies or not while preparation of CFS.

Also, the company should prepare AOC-1, containing the salient features of the subsidiary as well as associate companies.

2. Reopening of Accounts of Companies

The section 130(3) has been added to keep in consonance with Section 128(5) of the Companies Act, 2013. It has been clarified that the books of accounts shall not be re-opened for financial year preceding 8 financial years.

Further, if any direction under Section 128(5) is received by Central Government, the books may be opened for a longer period.

3. Board Report (Section 134)

Section 134(1) has been modified stating out few changes that CEO whether appointed as Director or not in the company has to sign the Board Report, where earlier CEO could sign only if he was appointed as Director. Also a clarificatory change has been done by insertion of words ‘if any’ after the words Managing Director as it is not compulsory for a company to have Managing Director.

Section 134(3)(a) has been revised by omitting the requirement of attaching the extract of annual return i.e. MGT-9 with Board Report with the insertion of revised proviso by placing the copy of annual return on website of the company (if any) and disclosure of the web address/ link in the Board‘s Report.

A new proviso has been inserted in the Section giving out the relaxations. It states where disclosures like loans and investments, contracts with related parties and various other disclosures if provided in the financial statements, may be referred with salient features in the Board Report instead of detailed description.

It has also been mentioned to highlight the features and any other major changes in the CSR and Nomination and Remuneration Policy in the Board Report doing away with the detailed explanation by placing the same on the weblink of the company.

Section 134(3A) has been inserted empowering the Central government to prescribe an abridged Board Report in case of OPC and small companies. This is a welcoming change which will reduce the compliance work and let them focus on growth perspectives.

4. Corporate Social Responsibility (Section 135)

There were many differing views related to the applicability of the CSR due to the phrase used ‘during any financial year’. There was a confusion whether the current year or previous year has to be taken for its application. The amendment act has come out the clarification by replacing it with ‘immediate preceding financial year’. With this change, it has been clarified that CSR Requirement will be decided based on the net worth/turnover/net profit for the ‘immediate preceding financial year’.

A new proviso has been added which describes the composition of CSR Committee for the companies who does not come in the ambit of Section 149(4) i.e. companies who are not required to appoint independent directors can form a CSR committee with two or more directors. This change has been harmonised with the CSR rules and relaxation for private companies.

Further it is also clarified by modifying Section 135(3)(a), specifying the activities to be undertaken by a company for CSR spending should be in areas or subject specified in Schedule VII. This is a clarificatory change to the earlier interpretation.

To bring out the harmony with the CSR Section and Rules, it has been specified that for calculation of CSR spending, the net profit as per Section 198 has to be considered after deducting the sums as may be prescribed.

5. Right of members to copies of Audited Financial Statements (Section 136)

The changes pertain to the manner in which financial statements have to be circulated to the members. MCA already issued a circular for the same earlier in 2015, but the same has now been inserted in the act. It says that the copies of the financials can be sent to the members at a shorter notice (less than 21 days) if 95% members entitled to vote at the meeting agrees to same.

Earlier every company having subsidiary had to publish separate financials of the subsidiaries on its website, but now the same has been revised and only listed companies have to comply with this requirement. Provided if listed company has any foreign subsidiary, these requirements are to be met.

The revision has also been made in Section 136(2), mandating every company having subsidiary to provide a copy of separate audited/unaudited financials to the members who asks for it.

6. Copy of Financials to be filed with Registrar (Section 137)

Reference of Section 403 has been removed from this section, whereby due to this amendment the Companies shall be required to file the financials within 30 days of AGM/adjourned AGM. Now the additional time period of 270 days for filing the forms with the payment of additional fee has been removed from all the sub sections.

Further a new proviso has been added stating that if the foreign subsidiaries does not get its financials audited, then the holding Indian Company shall file such unaudited accounts along with a declaration to this effect.

Changes in Annual Return and Meetings as per Companies Amendment Act, 2017

2018-02-20T08:05:00.003-08:00

The Companies Act 2013, came with significant changes and challenges in the Companies law in India. The Government of India in order to address the difficulties posed in the implementation of rigorous compliances, facilitate with the ease of doing business, harmonizing with the various Acts and regulations came up with the introduction of Companies (Amendment) Bill 2016 in the Lok Sabha after rectifying inconsistencies in the Act. The Bill was referred to the Standing Committee on Finance, it was further examined and renamed as Companies (Amendment) Bill 2017 after making related changes as per the suggestions received by the committee. The Bill was further reintroduced in the Lok Sabha and passed on 27^th July 2017. Then the Bill was approved by the Rajya Sabha on 19^th December 2017 and got the assent by the Honourable President Mr. Ram Nath Kovind on 3^rd January 2018.

1. Annual Return (Section 92)

The Act has brought various changes in respect with the disclosures required to be given under this Section.

a) The disclosure as required U/s 92(1)(c) relating to indebtedness has been omitted.

b) The disclosure as required u/s 92(1)(j) has been modified and has removed the requirements of detailed description of Foreign Institutional Investors. After the amendment, the details of the shares have to be given in this respect.

c) Further to provide with the ease of business, a welcoming change has come in respect of the One Person and Small Company, thereby empowering the Central government to provide an abridged form of Annual return.

d) Another requirement prescribed U/s 92(3) has been revised and it has removed the requirement of attaching an extract of annual return (MGT-9) with the Board Report.

e) Every company having a website has to place a copy of annual return on the website of the company, if any, and the web-link of the same has to disclosed in Board Report.

As per Section 403, the timeline of 270 days beyond the due date for filing of forms with additional fees has been removed. The act has specified the late filing fees/penalty in case of filing of financial statements and annual return after the statutory time limit. The delayed fees will be Rs. 100 per day and different amounts may be specified for different class of companies.

2. Place of keeping and Inspection of Registers and Returns (Section 94)

The proviso of Section 94(1) has been revised and the requirement of filing of special resolution in advance in respect of keeping the registers at some other place other than registered office has been omitted.

Further a restriction has also been imposed for the purpose of confidentiality, restricting inspection on certain register and returns, as may be prescribed, shall or availing copy thereof U/s 94(2).

3. Annual General Meeting (Section 96)

A new proviso has been added to Section 96(2) stating that an unlisted company can hold its AGM anywhere in India if the consent of all the members is received in advance through writing or by electronic means.

As per Section 121(2) the report on AGM has to be filed within 30 days and the extended timeline of 270 days as prescribed U/s 403 has been laid off.

4. Extra Ordinary General Meeting (Section 100)

Section 100 (1) has been revised in such a manner that it gave relaxation as well as a restriction. The change says that EGM of the wholly owned subsidiary company incorporated O/s India can be held outside India which will definitely be an ease of business whereas it has also restricted other companies to hold EGM at any place in India only.

5. Calling of general meetings at shorter notice (Section 101)

The section 101(1) has been modified bringing out the clarity for calling shorter notice. It has been bifurcated as per the nature of company and says that:

General meetings may be called at shorter notice if the consent is received in writing or by electronic means in following manner:

AGM: Consent of not less than 95% of the members entitled to vote.

Any other general meeting:

· Co having share Capital: Majority in numbers entitled to vote and not less than 95% of paid up share capital giving a right to vote at that meeting.

· Co not having share capital: Not less than 95% of total voting power exercisable at that meeting.

6. Postal Ballot (Section 110)

A new proviso has been added in Section 110(1) giving out the relief for the companies who need to compulsorily pass certain resolutions through postal ballot only.

The act has now given the relaxation to the companies thereby allowing them to call the general meeting for the matters which required to be conducted solely through postal ballot and providing the facility to members to vote electronically(compulsory) as per Section 108.

7. Resolutions to be filed (Section 117)

As per Section 117(1), the extended time limit of 270 days (after 30 days) for filing of resolutions with additional fee has been done away and now the company can file the same at any time after paying the additional fees as may be prescribed.

Another major change relates to the decrease in penalty for non-filing of forms within specified time period. The minimum penalty for the company and officer in default has been reduced from Rs. 5 lakhs to 1 lakhs and from Rs. 1 lakhs to 50 thousand respectively. (Section 117(2))

Clause (e) of sub-section (3) of Section 117 has been omitted which dealt with the filing of resolutions U/s 180 (a) and 180(c) with registrar however the same has to be filed U/s 117(3)(a) with regards to special resolutions.

An exemption has been provided to the banking companies in respect of filing of resolution U/s 179(3)(f) under ordinary course of business which relates to grant loans or give guarantee or provide security in respect of loans.