Minutes of First Board Meeting

Minutes of a Board Meeting is a formal written record, in physical or electronic form. In short, board meeting minutes contain a summary of the matters discussed and decisions taken at such meeting. Further, all companies registered in India are required to maintain minutes, except OPC and Section 8 Company,.

The minutes shall be maintained as per the manner prescribed in Section 118 of the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India (ICSI).

Board Meetings

As per section 173(1) of the Companies Act, 2013, every company is required to hold its first Board Meeting within 30 days of incorporation.

Thereafter, a company is required to hold at least 4 Board Meetings in each Financial Year and the gap between two meetings shall not be greater than 120 days.

Agenda Items for first Board Meeting

The following items must be a part of the minutes of the first board meeting:

  1. Elect the Chairperson of the meeting
  2. Grant leave of absence to the Directors who couldn’t attend the meeting
  3. Authorize a person to record the proceeding of Board Meetings.
  4. Authorize a director of Company to certify and circulate certify copy of Board Minutes.
  5. Note the Certificate of Incorporation of the company, issued by the Registrar of Companies
  6. Take note of the Memorandum and Articles of Association of the company, as registered.
  7. To take note of the Registered Office of the company.
  8. To confirm/note the appointment of the first directors of the Company
  9. Disclosure of interest of Board of Directors of the Company as per the provision of Section 184 of the Companies Act, 2013.
  10. Disclosure of disqualification to act as a Director of the Company as per the provision of Section 164 of the Companies Act, 2013.
  11. Fix the Financial Year of the Company.
  12. Appoint first auditor of the Company.
  13. Take note of subscribers to Memorandum
  14. Authorize the issue of Share Certificates to the Subscribers of Memorandum.
  15. Authorize the directors to file forms with MCA
  16. Approve Preliminary Expenses and preliminary contracts
  17. Authorize a Director to Maintain Books And Registers of the company at registered office.
  18. Any other Items with the Permission of the Chair

Hence, it must be made sure that the above-mentioned agendas are taken in to account in the first board meeting.

Sample Minutes of first Board Meeting

Sample Minutes of first Board Meeting
Download the template to the minutes of first board meeting
Download
Sample Minutes of first Board Meeting
Download the template to the minutes of first board meeting
Download

ROC Compliances for F.Y. 2020-21: Private Limited Companies

In order to run a company, there are certain RoC compliances laid down by the Ministry of Corporate Affairs (MCA) that a company must take care of each year. Failing to comply with these regulations often leads to paying a hefty amount of penalty or late fees.

Hence, in order to avoid such a scenario, it is advisable that companies make sure that these basic provisions are complied with. It must be noted that the due dates mentioned in this article are subject to any extensions/ exemptions as may be made by MCA.

RoC Compliances

Sr. No Particulars e-Form Due Date
1 Return of deposits regarding outstanding receipt of loan or money other than deposits. DPT-3 30.06.2021
2 Any person who has been allotted DIN on or before 31st March, need to file this form to update their details DIR-3 KYC 30.09.2021
3 Return for half year ended 31st March regarding outstanding payments to Micro or Small Enterprises for a period exceeding 45 days MSME-1 31.07.2021*
4 Return for half year ended 30th September regarding outstanding payments to Micro or Small Enterprises for a period exceeding 45 days MSME-1 29.10.2021
5 Notice of appointment of auditor to be given within 15 days of such appointment in AGM ADT-1** 14.10.2021
6 Filing financial statement and other documents with the Registrar AOC-4 29.10.2021
7 Annual Return MGT-7 28.11.2021

*The due date of filing MSME-1 is 30th April, however, MCA vide circular number 06/2021 and 07/2021 dated May 03, 2021, has given a relaxation due to COVID-19, allowing stakeholders to file various forms due for filing during 01/4/2021 to 31/05/2021 under the Companies Act, 2013/LLP Act, 2008 by 31st July, 2021 without payment of additional fees.

**In case the auditor has been appointed in Board Meeting, ADT-1 must be filed within 15 days from the date pf appointment as decided in the Board Meeting.

Other Compliances

Sr No Particulars Companies Act, 2013 Provision
1 Board Meeting Section 173 (1) At least 4 Board Meetings must be held in a financial year in such a way that the gap between two Board Meetings does not exceed 120 days
2 MBP-1 Section 184 (1) and Rule 9 (1) of Meetings of Board and its Powers, 2014 Every Director of the company shall submit a disclosure in MBP-1 in the first Board Meeting he/ she participates in
3 DIR-8 Section 164 (2) and Rule 14 (1) of Appointment and Qualification of Directors, 2014 Every person appointed/ re-appointed as a Director shall submit disclosure of their non-disqualification in form DIR-8 at the time of such appointment/ re-appointment
4 Annual General Meeting Section 96 Every Company other than OPC shall hold an AGM within 6 months of completion of the financial year.
Eg.: If the year ends on 31st March, 2021, the AGM must be held on or before 30.09.2021
5 Statutory Registers   Every Company shall maintain a register of :
– Members
– Share Transfer and Share Transmission
– Charge
– Directors And KMPs
– Directors And KMPs’ shareholding
– Deposits
– Loans/Guarantee
– Contracts or Arrangements in which Directors are interested
What is the due date of AOC-4 for 2020-21?

Due date for AOC-4 is within 30 days of holding AGM. If AGM is held on 30.09.2021, AOC-4 shall be filed on 29.10.2021

What is the due date of MGT-7 for 2020-21?

Due date for MGT-7 is within 60 days of holding AGM. If AGM is held on 30.09.2021, MGT-7 shall be filed on 28.11.2021

When to file MBP-1?

A director must submit disclosure of interest in form MBP-1 in the first Board Meeting that he/she participates in.

Certificate of Commencement of Business

Commencement of Business Certificate is the declaration that the Director of the Company needs to file with Registrar of Companies. Moreover this declaration is filed in Form INC-20A within 180 days of the incorporation of the Company.

Basically, this is a declaration filed before commencing the business and exercising borrowing powers by the Company. Company has to comply with Section 10A(1)(a) of Companies Act 2013 and Companies (Incorporation) Rules, 2014 while filing the Certificate of Commencement of Business.

Provisions related to Commencement of Business Certificate


Section 10A of Companies Act provides that all the Companies incorporated after Companies (Amendment) Ordinance 2018 and having Share capital shall not commence business or not exercise borrowing powers unless it complies with some conditions. Those conditions are:-

  • The director of the Company has filed the declaration with Registrar that every subscriber to MoA has paid the amount for the shares held by them. He shall file such declaration within 180 days of Incorporation of Company.
  • Secondly, Company has filed with Registrar the verification of Registered Office of the Company in Form INC-22 as provided in Section 12(2) of Companies Act 2013

Which Companies does not need to file Business Commencement Certificate?

Following Companies does not require to file the Business Commencement Certificate with Registrar:-

  • Companies incorporated before 2nd November 2018
  • Companies incorporated after 2nd November 2018 but is not having Share Capital.

Information and Documents required for the Form

  1. Corporate Identification Number of the Company
  2. Name of the Company
  3. Address of Registered Office
  4. Email address of Company
  5. Attachments
    • Subscribers Proof of payment for value of shares
    • Certificate of Registration issued by RBI or other Regulators (in case the company is regulated by a sectoral regulator)
    • Other Attachments, if any

Certification of Form INC-20A

The Commencement of Business Certificate requires the certification by a Practicing Professional i.e. a Company Secretary in practice/Chartered Accountant in practice/ Cost Accountant in practice.

Procedure to file Commencement of Business Certificate

In case of Company filing the declaration for Commencement of Business, it needs to follow the following procedure:-

  1. Go to the MCA Portal.

    Visit the MCA Portal.

  2. Company forms

    Therefore, under MCA Services Tab, select Company forms download.

  3. Form INC-20A

    A screen will appear with showing Company forms. Scroll down and you will see Form INC-20A for declaration of Commencement of Business.

  4. Download the form.

    Hence, download the form. You can download form with or without Instruction Kit.

  5. Open the Form

    After downloading the form, open it in PDF.

  6. Fill the form.

    Start filling the Form.
    Enter the following details:-
    CIN of the Company
    Name of Company
    Address of Registered Office of Company
    Email address of the Company
    Select whether the affairs of the Company is regulated by any Sectoral Regulator.

  7. Attachments

    Add the Attachments. You can see the attachments in the Box for list of Attachments.

  8. Declaration and Certification

    Fill the Declaration and provide DIN.
    Furthermore enter the details of the Practicing Professional who shall certify the Form.

  9. Check form

    After filling the form, Click on Check.
    As a result, the system will perform the form level validation.
    After the check form is successful, click on Pre scrutiny.

  10. Digital Signature Certificate

    Add the DSC of the Directors and Certifying Professional in the form.

  11. Upload Form

    Again go to the MCA Portal. Login to MCA.
    Under MCA Services tab, click on upload e-forms.

  12. Make payment

    After successful upload, proceed to make payment of the fees.
    On successful payment, SRN will get generated.

Consequences of non filing of the form

In case Company makes default in filing the form, it can lead to the following penalties:-

  • Company shall be liable for penalty of Rupees Fifty Thousand.
  • Furthermore every Officer in default shall be liable to penalty of Rupees One Thousand per day till the default continues. However the penalty shall not exceed the amount of One Lakh rupees.
  • If Company fails to file the declaration and Registrar has reasonable cause to believe that company is not carrying on any business, he may initiate action for removal of name of the Company from Register of Companies.
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FAQs

What is the time limit for filing the form for Commencement of Business?

Company needs to file the declaration for commencement of business within 180 days from the date of incorporation of the Company in e-form INC-20A.

Does the Company gets the Certificate of Commencement of Business from MCA as a result of filing the declaration in form INC-20A?

The form INC-20A for declaration of commencement of business is an auto approved form (STP mode). Company does not get the Certificate for Commencement of Business from MCA by filing the form INC-20A.

Can I start business for my Company before filing the form for commencement of Business?

A Company cannot commence the Business and also cannot exercise borrowing powers unless the declaration is filed with MCA for Commencement of Business.

INC-22A Form : Overview, Due Date, Applicability & Process

E- Form INC-22A has been introduced by the MCA for the address validation of all registered companies under the Companies Act, 2013. This new form is applicable for all the registered companies under the companies act 2013.

This rule applies to the companies incorporated on or before 31st December 2017 has to file the details of the company and its relevant registered office. The due date for filing this form was 25th April 2019. (The government has extended the due date till 15th June 2019.)

Moreover, there are no statutory fees for filing of Form INC-22A on or before the due date. But the late fee for filing Form INC-22A is ₹10,000/- for the delay in filing Form ACTIVE.  However, due to the outbreak of the Coronavirus pandemic, the companies whose status is “ACTIVE non-compliant” due to the non-filing of the Form INC-22A, can now fill this form without any late fee till September 2020.

The purpose of this form is to ensure that the companies e-file their details accurately so that there is a proper check on them, and also, to ensure that the creation of shell companies is prevented in the upcoming years.

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Applicability of Form Inc-22A

All companies incorporated on or before 31st of December, 2017 shall file the particulars of the company on or before the 25th of April, 2019 with the Registrar. However, there are certain companies that are having exemption from filing this form:-

  • Companies incorporated after 01.01.2018
  • Companies struck off from the Register
  • Dissolved Companies
  • Companies under the process of strike-off
  • Companies under amalgamation
  • Lastly, Companies under liquidation
Any company which has not filed its financial statements or annual returns or both with the Registrar shall be restricted from filing the ACTIVE form so before filing INC – 22A, all compliances with regards to the filing of Financial Statements and Annual Returns for the financial year 2017-18 must be completed by the company.
Tip
Any company which has not filed its financial statements or annual returns or both with the Registrar shall be restricted from filing the ACTIVE form so before filing INC – 22A, all compliances with regards to the filing of Financial Statements and Annual Returns for the financial year 2017-18 must be completed by the company.

Cases where company cannot file form INC-22A

In the following cases, company can not file the Form INC 22A:-

  • If DIN of the director is not activate due to the non-filing of DIR-3 KYC.
  • If the Director is disqualified under Section 167.
  • Annual filing for the financial year 2017-18 is pending
  • The company has not appointed CS if paid-up capital is 5 cr. Or more
  • If KMP not appointed as per the requirement of the company
  • If auditor not appointed as per requirement

The company should first get rid of its above-mentioned non-compliance by filing the required form i.e. DIR 3 KYC to activate DIN of Director, Complete the pending annual filing and also, file ADT-1 for auditors appointment etc.

Consequences of Non-filing of Form INC-22A

In case a company does not file the INC-22A (ACTIVE) form, the government will not be accepting certain forms including:

  • SH-07 (Change in Authorized Capital)
  • PAS-03 (Change in Paid-up Capital)
  • DIR-12 (Changes in Director except for cessation)
  • INC-22 (Change in Registered Office)
  • INC-28 (Amalgamation, de-merger)

Information required to file E-Form INC – 22A

  1. Company Details: You have to provide exact details of the company name Registered office address, including Latitude & Longitude of Registered Office address.
  2. Company’s Mail-id: You need to provide only the E-mail id of the company, for instance, contact@abc.com or info@abc.com or companyname@abc.com
  3. Directors’ details: This will include Directors’ e-mail id, along with his DIN. Directors’ e-mail id will be OTP verified.
  4. Statutory & Cost Auditor Details: You have to provide the complete details of Statutory auditors as well as Cost Auditors if they have been appointed
  5. SRN of RoC returns: In Form INC-22A, you have to provide the Service Request Number (SRN) of annual compliance e-forms AOC-4 & MGT-7, of the FY 2017-18.
  6. KMP Details: In Form ACTIVE, you will have to provide complete details of the Key Managerial Persons or KMP of the directors.

Step by Step Process to File MCA E-Form INC-22A

Time needed: 3 minutes.

  1. Download form ADT1

    Download form ADT-1 from the MCA site. Please do not download from any other website as those forms may not be the recently updated ones.

  2. Fill up the required details with respect to Company

    Enter CIN & click on Pre-Fill. Some details will be prefilled & you have to fill up all other details as asked for in the form. If you have collected the above information then it will be easier for you to fill the form.

  3. Fill up the required details with respect to Auditors

    Enter details of the statutory auditors and Cost auditor appointment requirement

  4. Enter details of Directors

    Details of the managing director or the chief executive officer or whole time manager along with DIN/PAN, Name and designation

  5. Mention details of the company secretary

    Details of the company secretary of the company in case it is applicable along with PAN name and membership number

  6. Fill up Details of the chief financial officer

    Details of the chief financial officer of the company in case it is applicable

  7. Enter details of other forms required

    Details of other forms including AOC-4-AOC-4 XBRL and MGT-7 filed for the FY 2017-18

  8. Provide Declaration & Verification as well as upload documents

    After including all the above-given details one has to attach the photographs of the company premises in a prescribed format.

  9. e-Sign Form with DSC

    Sign form with authorized director’s valid digital signature certificate.

  10. Click on check and pre-scrutiny

    Now in the last step, click on check and pre-scrutiny before uploading it to MCA site.

  11. Upload Form

    Lastly, Go to MCA site and Upload your form after logging in to your account.

Download Form INC-22A
From here you can directly download the form which is available on MCA site
Download
Download Form INC-22A
From here you can directly download the form which is available on MCA site
Download

Documents to be attached in the Form INC-22A

  • Photograph of the inside office showing therein at least one director/KMP and the same director will affix its DSC on the form.
  • Likewise, Photograph of the external building of registered office showing company name as well as the registered address on the board.
  • 1 Photograph of Registered Office signboard outside office building showing the name of the Company in English and Regional language.
  • Further documents:-
    • Form MGT-14 and paid challan If Company has more than 15 Directors on -its Board a Special Resolution passed at the General Meeting
    • Digitally Signature (DSC) of one Director and one KMP (if any) or Two -Directors in case of other than OPC
    • Form- AOC 4 & MGT- 7 of FY 2017-18.
    • Form ADT-1 for Appointment of Statutory Auditor

FAQs

Who is restricted from filing E-Form INC-22A?

Any company which has not filed its financial statements or annual returns or both with the Registrar shall be restricted from filing the ACTIVE form. However, if the company is under management dispute and the same has been recorded by the Registrar, then it shall be allowed to file E-Form INC – 22A.

Is it mandatory to take the photograph with latitude and longitude appearing on photograph itself?

No, it’s not mandatory that in the photograph, latitude, and longitude should be appeared. However, it is recommended for better compliance that the photograph itself should mention longitude and latitude of the place where the photograph is taken.

Should the registered office name board be in English and regional language?

Yes, the board should be containing details of the registered office of the Company in English and in a regional language, as well in line with the provisions of Section 12 of the Companies Act, 2013.
Also, the Company’s Name along with Registered office address should be painted on such Board.

Does the Company need to appoint the minimum number of directors prescribed before filing this form?

Yes, the company has to maintain minimum prescribed limit of directors i.e. two in case of a private company and three in case of a public company and directors need to appointed first for the purpose of meeting this compliance.

LLP Form 11: Annual return for LLPs

LLP Form 11 is the Annual Return of Limited Liability Partnership (LLP). LLPs have to file this return each year with the Ministry of Corporate Affairs on MCA Portal to maintain compliance and avoid penalties.

Filing of LLP Form 11 is a mandatory annual compliance for all LLPs, irrespective of turnover or profit or business activity. Hence, even a LLP that has no activity it must file LLP form 11.

LLPs should submit this Form within 60 days of closure of the financial year. It is important to ensure that all the information in the form is correct as there is no provision for resubmission of Form 11 Annual Return.

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Information Required to File LLP Form 11

The following information and documents are required for filing LLP Annual Return:

  1. LLP Identification Number
  2. Name of the LLP
  3. Registered office address of the LLP
  4. Business Classification of the LLP (Business, Profession, Service, Occupation, Others)
  5. Principal business activities of the LLP
  6. Details of Designated Partners and Partners of the LLP
  7. Total obligation of the contribution of partners of the LLP
  8. Total contribution received by all partners of the LLP
  9. Summary of Designated Partners and Partners
  10. Particulars of penalties imposed on the LLP, if any
  11. Particulars of compounding offenses, if any
  12. Details of LLP and or company in which Partner/Designated Partner are a Director/Partner (It is mandatory to attach this detail in case any Partner/Designated Partner is a partner in any LLP and/or Director in any company)
The total contribution received by all Partners of the LLP mentioned in LLP Form 11 Annual Return must match LLP Form 8 Statement of Accounts & Solvency to be filed on or before 30th October
Tip
The total contribution received by all Partners of the LLP mentioned in LLP Form 11 Annual Return must match LLP Form 8 Statement of Accounts & Solvency to be filed on or before 30th October

Sample Form 11

Form 11: Annual Return of Limited Liability Partnership (LLP)
From here you can directly download Form 11 available on MCA Portal
Download
Form 11: Annual Return of Limited Liability Partnership (LLP)
From here you can directly download Form 11 available on MCA Portal
Download
Details of Designated Partners
Download the format of Details of Designated Partners for Form-11
Download
Details of Designated Partners
Download the format of Details of Designated Partners for Form-11
Download


Consequences for non-filing of an LLP Annual Return

LLPs are liable to a stringent fine for late filing of MCA or Income Tax returns. If the LLPs fails to file Form 8 or Form 11, then this could lead towards a fine of Rs.100 every day perform. Subsequently, if an LLP fails to file Form 11, then it would lead towards a fine of Rs.100 every day and if an LLP fails to file Form 8, then it would lead towards a fine of Rs.200 every day.

FAQs

What are the requirements for filing the Annual Return and what shall be the Form 11 Attachment?

1) Requirement:
Digital Signature of Both Designated Partners and knowledge of basic details of the LLP.
If the total contribution of partners of LLP exceeds Rs. 50 Lakhs or Turnover of LLP exceeds Rs. 5 Crore, certification by Practicing Company Secretary will be Mandatory.
 
2) Attachment:
List of Companies/ LLPs in which Partners or Designated Partners are Directors/ Partners

Can Form 11 of LLP be revised once it has been filed?

No. There is no such option to revise Form 11 once filed. Hence, utmost care must be taken while filing the form.

 Are there any other compliances to be done for LLP?

Every LLP is required to prepare and close its accounts until the 31st March every year. LLP Form 8 is to be filed by at least two Designated Partners with the Registrar within 30 days after completion of six months of Financial Year. Accordingly, 30th October is the last date for filing annual accounts every year.

Procedure to file LLP Form 11

Filing of LLP Form 11 is a mandatory annual compliance for all LLPs, irrespective of turnover or profit or business activity. Hence, even a LLP that has no activity it must file LLP form 11.

LLPs should submit Form 11 within 60 days of closure of the financial year on MCA Portal. It is important to ensure that all the information in the form is correct as there is no provision for resubmission of the LLP Form 11 Annual Return.

Filing of LLP Form 11 will not be allowed in case there is any E-Form 4 (Notice of appointment, cessation, and change in designation of a designated partner or partner) pending for payment of a fee or any e-Form 4 is under processing with the MCA. Therefore, it is important to file any E Form 4 well ahead of the time of due date for the LLP Annual Return.

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Pre-requisites to File LLP Form 11

There are various things to keep into account before filing Form 11. These include:

  • Limited Liability Partnership Identification Number (LLPIN) to pre-fill the basic data.
  • Declaration about the contributions received by the partners of LLP.
  • DSC for the designated LLP partner has to be ready.

Documents Required to File LLP Form 11

  • PAN Card and Certificate of Incorporation of LLP
  • LLP Agreement, if any
  • Financial Statement of LLP duly signed by the Designated Partners
  • Digital Signature all Partners
  • LLP Identification Number
  • Proof of Title
  • Documentation regards to Registered office address of the LLP
  • Business Classification of the LLP

Sample Form 11

How to File LLP Form 11?

  1. Download Form

    First, Download the form with instruction kit from MCA Portal

  2. Find out your LLPIN

    Write your LLP name and all LLP registered to MCA containing words you have provided, will be displayed. Choose your LLP and get the LLPIN corresponding to it.

  3. Pre-fill the Details of LLP form-11

    Fill Year for which this form relates and Start date of financial year for which annual return is being filed for the Year

  4. Mention the amount of Contribution

    Mention the amount of Contribution received by All partners

  5. Enter Details of individual(s) as partners

    In that point, Designation will automatically capture along with DPIN/PAN. So now just click on the Pre-Fill button all the details of the partner will automatically capture.

  6. Details of bodies corporate as partners

    Enter the details of bodies corporate as partners required to be mentioned. If any partner belongs to that then just mentioned CIN or FCRN or LLPIN or FLLPIN or any other identification number DPIN, and click on the pre-fill button all the details of partner will be auto captured.

  7. Particulars of penalties imposed on the LLP as well as Partners

    If any penalty is imposed on LLP and in point no. 13 (ii) if any penalty is imposed on partners then it should be required to be mentioned.

  8. Particulars of compounding offences

    If you go for Compounding of offenses then you have to provide the details of the same.

  9. Whether turnover of the LLP exceeds 5 crores

    You have to make tick mark in the round box that if turnover of the LLP exceeds 5 crores then click on Yes button otherwise click on No button.

  10. Verify, Sign & Submit

    Here your Complete Process for Form Completion is done now go for online for filing of the same form through MCA Portal.

Form 11: Annual Return of Limited Liability Partnership (LLP)
From here you can directly download Form 11 available on MCA Portal
Download
Form 11: Annual Return of Limited Liability Partnership (LLP)
From here you can directly download Form 11 available on MCA Portal
Download

 Attachments along with Form 11

  • Details of LLP and/ or company in which partners/ designated partners (DP) are directors/ partners (It is mandatory to attach these details in case any partner/ DP is a partner in any LLP and/ or director in any other company)  in following manner by uploading the PDF
SR No CIN/LLPIN Company/LLP Name
1    
2    
  • Any other information can be provided as an optional attachment to this e-Form

Fees & Due Date for filing the Annual Returns of an LLP

The LLP has to file two return with the Registrar of Companies through the e-filing portal of MCA. To submit the returns digital signature of the designated partner is mandatory. Please refer below table for the due dates

Form Name Due Date Normal Govt Fee Additional Fee for Late Filing
Form – 11 30 May 2019 Rs. 50 Rs. 100 for each day of delay
Form – 8 30 Oct 2019 Rs. 50 Rs. 100 for each day of delay

Consequences for Non Compliance

Penalty For LLPs

Fine: Minimum  25,000 & Maximum  5 Lakhs.

Penalty for Designated Partners

Fine: Minimum  10,000 & Maximum  1 Lakhs

Penalty for Non Filing of E-Forms

If filing is not done within the stipulated time, there is a penalty of Rs 100 per day till it is complied.

Note: You cannot close or wind up your LLP without filing Annual Accounts.

FAQs

Who can certify Form 11, i.e., Annual Return of LLP?

The Form-11 needs to be certified by at least two Designated Partner, however in case, turnover of LLP exceeds five crores or the contribution of LLP is more than 50 lakh then the annual return of such LLP practicing company secretary needs to certify.

What happens if Form 11 and Form 8 for an LLP is not filed on time?

The non-filing of Form – 11 and Form – 8 is a serious non-compliance of the LLP Act, 2009. LLP can file these returns late with an additional fee of Rs. 100 for each day of delay

What is LLP Return Filing fees and charges?

Filing Fees for Form 11 is Rs. 50

AOC-4 Form : Filing of financial statements

Form AOC-4 is for filing the company’s financial statement for every financial year with the Registrar of Companies. The company is responsible for duly furnishing the form within 30 days of its Annual General Meeting

Further, As per Company Act 2013, all the registered Companies need to furnish Form AOC-4 for every financial year. Also, Any failure or delay in filling the form may attract fine/penalties on the company.

Moreover, In case of the companies covered under XBRL requirement under the Companies (Filing of documents & Forms in Extensible Business Reporting Language) Rules, 2015, the financial statements must be uploaded on MCA portal in XBRL format.

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Who Needs to File AOC 4 Form XBRL?

There are certain parameters for the applicability of filing a financial statement in XBRL(extensible business reporting language) format.

Here is the list of companies who are required to file AOC 4 form XBRL for every financial year:

  • The companies have paid the capital of Rs. 5 Crores or more.
  • Companies with an annual turnover of Rs 100 Crores or more.
  • Companies listed with the stock exchange in India and its subsidiaries.
  • All companies which are covered under the Companies (Filing of Documents & Forms in Extensible Business Reporting Language) Rules, 2011
In the case of consolidated financial statements, the company shall file the AOC 4 CFS.
Tip
In the case of consolidated financial statements, the company shall file the AOC 4 CFS.

Sample form AOC-4

Sample form AOC-4

Segment-wise Information to be filed in AOC-4

Form AOC-4 is divided into various segments in which company has to enter the correct details. Segments are explained in detail here below

Segment I- Information and Particulars in respect of Balance sheet

PART-A: General information of the company

The company shall enter Corporate Identity Number (CIN) of the company and click  “Pre-Fill”.

Date form which Financial Year start date as well as date on which Financial Year-end to which financial statements relate.

Thereafter, Date of Board of Directors’ meeting in which statements was approved shall be approved. Nature of financial statements may be either:

  • Provisional unadopted financial statements
  • Adopted financial statements
  • Revised financial statements u/s 130
  • Revised financial statements u/s 131

Also, Details of director(s), manager, secretary, CEO, CFO of the company who have signed the financial statements are required to be filed.

Moreover, DIN in case of directors and PAN in case of other person signing the financial statements, name, designation and date of signing of financial statements shall be entered.

Date of Board of Directors’ meeting in which Boards’ Report was approved shall be entered along with DIN, Name, Designation as well as the date of signing by the director.

Likewise, Date of Signing of Auditors’ Report on Financial Statements by the auditors shall be entered.

Moreover, date of the AGM shall be entered if the AGM was held. & where an extension of the financial year or AGM was obtained, it shall be entered along with the due date of the AGM after such extension.

Then, if a company is a subsidiary of any company, CIN of the holding company shall be entered. If company has any subsidiary or subsidiaries then it has to give the numbers.

Particulars of the auditor such as Name, membership number of the auditor/auditor’s firm’s registration number, and address have to be filled in.

Also, type of company and the applicability of Schedule III of The Companies Act 2013 has to be filled correctly.

Mention whether consolidated financial statements are required or not? If yes, then, file form AOC – 4 CSF.

Part- B: Information and Particulars in respect of Balance sheet

Part B consists of various details with regard to the balance sheet and the financial parameters of the balance sheet. This needs to be entered as well.

Segment II- Information and Particulars in respect of Profit & Loss Account

The detailed Profit & Loss Account as well as financial parameters have to be filled in this segment.

Segment III- Reporting of Corporate Social Responsibility

Average net profit of the company for last three financial years (as defined in explanation to sub-section (5) section 135 of the Act)

  • Prescribed CSR Expenditure
  • Details of the amount spent
  • Also, Details of impeding agencies

Segment IV- Disclosure about related party transactions

Disclosure of particulars of contracts/arrangements entered into by the company with related parties including certain arm’s length transactions are required in the form.

Details of contracts or arrangement or transactions not at arm’s length basis and also arm’s length basis are required to enter. Moreover, The form accepts up to 20 details.

Segment V- Auditor’s Report

  • If the CAG has commented/supplemented the audit report under Section 143 of the Companies Act 2013 the same has to be mentioned (Applicable in case of Government Company).
  • Details of the adverse remarks made by the auditor and applicability of CARO to the company have to be stated in this segment.

Segment VI- Miscellaneous

Inform whether secretarial audit report is applicable.

Also, Inform whether detailed disclosures with respect to Directors’ report under sub-section (3) of section 134 is attached.

Documents Needed with Form AOC-4

  • Balance Sheet
  • Profit/Loss Account
  • Cash Flow statement
  • Change in equity statement 
  • Board Report for Private Company/One Person Company/Limited and Section 8 Company
  • Auditors’ report 
  • Statement of subsidiaries 
  • Statement of fact regarding not adopting statements in the Annual General Meeting
  • Details of other entities, features of contracts as well as agreements
  • Statement of fact regarding not holding an AGM
  • Approval letter for extension of the financial year
  • Company CSR policy 
  • Details of the comments made by the CAG of India
  • Secretarial Audit Report
  • Directors’ report 
  • Details of CSR activities
  • Other Relevant Documents, if Any Required
Form AOC-4
You can easily download Form AOC-4 for filing financial statement and other documents with the Registrar from here.
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Form AOC-4
You can easily download Form AOC-4 for filing financial statement and other documents with the Registrar from here.
Download

Related to Approval and Certification

The data presented in the form needs approval from the director, manager, CFO, and CEO. Given that the information is accurate and is in compliance with the law. The E-form AOC-4 shall be digitally signed by one of the following authorized people:

  • Director
  • Manager
  • CFO
  • CEO

In case of companies other than the small company and OPC certification by professional is mandatory i.e. practicing Company Secretary (CS) or Chartered Accountant (CA). for Filing form AOC-4

Due Date for Filing AOC-4

  1. Adoption of financial statement in case of OPC – 180 days form end of financial year
  2. Provisional unadopted financial statement other than OPC – 30 days from Actual date of AGM or due or extended due date
  3. Adopted Financial Statement other than OPC – 30 days from AGM or adjourned AGM.
  4. Revised Financial Statements under Section 130 – 30 days from order of a competent authority
  5. Likewise, Revised Financial Statement under Section 131 – 30 days from order of competent authority

Fees for filing AOC-4

The applicable fees based on the share capital are as follows:

Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200 per document
1,00,000 to 4,99,999 Rupees 300 per document
5,00,000 to 24,99,999 Rupees 400 per document
25,00,000 to 99,99,999 Rupees 500 per document
1,00,00,000 or more Rupees 600 per document

Moreover, For Company not having share capital Rupees 200 per document will be the fees.

Late fees on form AOC-4

In case of delay in filing the annual returns/balance sheet/financial statement the following fees is applicable:

Period of Delay Additional fee payable
Delay beyond the period provided under Section 137(1) of the Act – Due dates to file AOC 4 (within thirty days of the date of an annual general meeting) Rupees 100 per day

In case of delay in filing the belated annual returns/balance sheet/financial statement the following fees is applicable:

Period of Delay Additional fee payable
Up to 30 days 2 times of normal filing fees
More than 30 days and up to 60 days 4 times of normal filing fees
More than 60 days and up to 90 days 6 times of normal filing fees
More than 90 days and up to 180 days 10 times of normal filing fees
Beyond 180 days 12 times of normal filing fees

Penalty for non-filing AOC-4

Defaulting Party Penalty Imposed
Company INR 1000 for every day of default subject to a max of INR 10 Lakhs

1. Managing Director/Chief Financial Officer

2. In case of the absence of the Managing Director/Chief Financial Officer-Any other Director who the Board assigns the responsibility.

3. In case of the absence of any such Director-All directors of the company

INR 1 Lakh+INR 100 for each day of default subject to Max of INR 5 Lakhs

FAQs

Which companies are exempted from filing financial statements with Form AOC-4 in XBRL?

– Non-Banking Financial Companies and companies engaged in Power Sector, Banking, Insurance are exempt from filing financial statements with Form AOC in XBRL
– For Non-Banking Financial Companies AOC-4 NBFC is required to be filed which has been introduced on 20.02.2020
– Companies which falls under XBRL Amendment Rules, 2017 need to file financial statements into XBRL

Does Form AOC-4 need to be certified? If yes, by whom?

Yes, Form AOC-4 needs to be certified in case of other than small companies or OPC. It should be certified by a full time practicing Chartered Accountant/Cost Accountant/ Company Secretary.

What are the details to be filed with Form AOC-4?

Company’s general details such as Corporate Identity Number (CIN); Details about its director/s, manager, CEO, CFO and all who sign company’s financial statements and Board Report;
Details about Auditor and SRN of ADT-1 etc should be filed with Form AOC-4 along with company’s financial parameter, P&L account, Balance sheet, share capital, Corporate Social Responsibility (CSR) reporting and Acknowledgement of related party transaction.

DIR-12 Form: Appointment or Change or Resignation of Directors or KMPs

Companies have to file e-Form DIR-12 on MCA Portal to notify ROC about the particulars related to appointment/Change/Resignation of directors and Key Managerial Personnel within 30 days of such event by the Company pursuant to Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules, Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Three Main Aspects of this Form are:

  1. Appointment
  2. Resignation
  3. Or Change in Designation of the Director.
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Due Date for filing Form DIR-12

The company can file a Single e-Form for different type of events incurred on different dates (date of appointment, date of change in designation and date of cessation). Dates of the event should be within 30 days of the filing date. However, If any of the date(s) are beyond 30 days, then the separate form is to be filed for every such event date. 

Sample Form

Particulars of appointment of Directors and the key managerial personnel and the changes among them
From here you can directly download Form 11 available on MCA Portal
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Particulars of appointment of Directors and the key managerial personnel and the changes among them
From here you can directly download Form 11 available on MCA Portal
Download

What is the procedure of Filing Form DIR-12?

Time needed: 5 minutes.

  1. Download Form

    First and foremost, the form must be downloaded from the MCA Portal.

  2. Enter CIN & click on Pre-fill

    Users can avail the pre-fill facility which auto-fills the form based on details that have already been collected.
    The system will automatically display the name, address of the registered office and the email ID of the company.
    In case there is any change in the email ID, enter the new valid email ID.

  3. Fill Number of Managing director & details for them

    Next, the form must be filled carefully, and all the details it asks for must be provided. Please make use of the instruction kit

  4. Fill Number of Number of managers, secretary, Chief financial Officer or Chief Executive Officer & details for them

    If the total number is more than four, then file another eForm DIR12 for the remaining.
    Enter the Director Identification Number (DIN), if allotted or valid Income-tax PAN. It is mandatory to enter PAN if user is not mentioning

  5. Attach Documents

    Next, upload the necessary documents and attachments as mentioned below in the article.

  6. Sign & Submit Form

    Before submitting go through the form once again and check for errors. Attach your digital signature to authorize the form, and then click Submit.

  7. Upload Form

    Upload the form and pay the required transaction fees.
    Note down the SRN number which has been generated for future reference

Attachments to the Form

Following Scanned Documents are mandatory and shall be attached along with form:

a. In Case of Appointment:

  • Letter of appointment in case of an appointment of a Director / Manager / Company Secretary / CEO / CFO.
  • Declaration of the appointee director, managing director, in Form DIR-2 in case of appointment of a Director / Manager / Company Secretary / CEO / CFO.
  • Interest in other entities of director in case the number of entities entered is more than one.
  • Declaration by first director in Form INC-9 is to attach in case of a new company

b. In case of Resignation:

  • Notice of resignation in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.
  • Evidence of cessation in case of cessation of a Director / Manager / Company Secretary / CEO / CFO.

c. Any other information can be provided as an optional attachment(s).

Filing Fee for filing DIR-12

Fee for filing of DIR-12 is based on share capital of the company. Following is the fee structure based on nominal share capital:

Nominal Share Capital Fee Applicable
Less than 1,00,000 INR 200
1,00,000 to 4,99,999 INR 300
5,00,000 to 24,99,999 INR 400
25,00,000 to 99,99,999 INR 500
1,00,00,000 or more INR 600

If company is not having any share capital then the fee of INR 200 will be applicable.

Additional Fee applicable on delay filing of DIR-12

Additional fee to be levied on delay filing of DIR-12 shall be based on number of days delayed in following manner:

Period of delay Additional Fee
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees

In case of an IFSC company, the additional fee shall be applicable only after the expiry of 60 days of the event date. However, while filing form after 60 days, additional fee shall be computed considering time limit of 30 days.

FAQs

What is Form Dir-12?

Form DIR-12 is required to be filed to ROC on MCA website for Appointment or Resignation or Change in Designation of Directors within 30 Days of such event.

What shall be the effective date of resignation of a director?

The resignation of a director shall take effect from the date on which the notice is received by the company or the date specified in the notice, whichever is later.

Can a director be appointed by the Board of a company?

The directors of the Company are required to be appointed by the shareholders of the Company in general meeting. However, the Board of the Company, if authorized by the AOA of the company can appoint a director under the following circumstances:
1. Appointment of an additional director;
2. Appointment of nominee director;
3. Appointment of an alternate director;
4. Appointment of director for filling the casual vacancy

MGT-7 Form : Complete Guide for Annual Return

Form MGT-7 is an electronic form for filing annual return by a company to ROC on MCA portal.

All companies registered in India have to file Form MGT-7 every year.  The due date for filing MGT-7 is 60 days from the date of the Annual General Meeting. Also, Any failure or delay in filling the form may attract fine/penalties on the company.

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Information Filed in Form MGT-7

In Form MGT-7, the company has to mention the following information with respect to the financial year for which the form is filed:

  1. Registered office, principal business activities, particulars of its holding, subsidiary and associate companies.
  2. Shares, debentures as well as other securities and shareholding patterns.
  3. Details of indebtedness.
  4. Details of members and debenture-holders along with changes therein since the close of the previous financial year
  5. Promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year.
  6. Meetings of members or a class thereof, Board and its various committees along with attendance details.
  7. Remuneration of directors as well as key managerial personnel.
  8. Penalty or punishment imposed on the company, its directors or officers
  9. Details of compounding of offenses and appeals made against such penalty or punishment;
  10. Matters relating to certification of compliances, disclosures as may be prescribed;
  11. Shareholding pattern of the company; such other matters as required in the form.

To prepare and file form MGT-7, various financial and operational information pertaining to the financial year would be required. Hence, before preparing MGT-7 it is advisable to keep a copy of audited financial statement of the company handy.

Every listed company and unlisted companies having paid-up share capital more than Rs 10 cr or Turnover more than Rs 50 cr shall require to attach a certificate in MGT-8 along with the annual return to be filed with ROC.
Tip
Every listed company and unlisted companies having paid-up share capital more than Rs 10 cr or Turnover more than Rs 50 cr shall require to attach a certificate in MGT-8 along with the annual return to be filed with ROC.

Sample Form MGT-7

Sample Form MGT-7
Form MGT-7 for filing annual return by a company.
From here you can directly download Form MGT-7 available on MCA portal
Download
Form MGT-7 for filing annual return by a company.
From here you can directly download Form MGT-7 available on MCA portal
Download

What is the procedure of Filing Form MGT-7?

Time needed: 5 minutes.

  1. Download Form

    First and foremost, the form must be downloaded from the MCA Portal.

  2. Enter CIN & click on Pre-fill

    Users can avail pre-fill facility which auto-fills the form based on details that have already been collected.

  3. Fill additional details

    Next, the form must be filled carefully, and all the details it asks for must be provided. Please make use of the instruction kit

  4. Attach Documents

    Next, upload the necessary documents and attachments as mentioned above.

  5. Sign & Submit Form

    Before submitting go through the form once again and check for errors. Attach your digital signature to authorize the form, and then click Submit.

  6. Upload Form

    Upload the form and pay the required transaction fees.
    Note down the SRN number which has been generated for future reference

Attachments required to file this form

Following documents must be filed with Form MGT-7:

  • List of shareholders, debenture holders
  • Approval letter for extension of AGM;
  • Copy of MGT-8;
  • Optional Attachment(s), if any

Due Dates for filing Form MGT-7

In case of company other than OPC:

-60 days from AGM date or Calculated due date of AGM whichever is earlier

In case of one person company:

-60 days starting from the expiry of 6 months from the closing date of Financial Year

Fees for filing Form MGT-7

The amount which is to be paid along with form MGT 07 is mentioned in the table below:

Nominal Share Capital Normal Fee Applicable in Rupees
Less than 1,00,000 INR 200
1,00,000 to 4,99,999 INR 300
5,00,000 to 24,99,999 INR 400
25,00,000 to 99,99,999 INR 500
1,00,00,000 or more INR 600

Moreover, For the companies not falling under any of the above-mentioned criteria, the fees along with MGT-7 form is Rs. 200.

Signing of Form MGT-7

Form MGT-7 of a small company or a one-person company must be signed by the Director of a company or a company secretary in practice. Moreover, It must be signed by using a class 2 digital signature.

Consequences for late or non-filing of Annual Return

(a) Late filing – Rs 100 per day as “ penalty “ upto maximum Rs 5 Lac + company and its officers who is in default shall be liable to pay penalty of Rs 50000.

(b) Non-filing – Non Filing for continuous period of three financial years will leads to disqualification of Directors.

Additionally, after the companies amendment act 2019, Delay filing of annual returns will also amount to adjudication by ROC after issuing of Show Cause Notice.

FAQS

If a company is a dormant company, will it require to file MGT-7?

No, If dormant status is taken from ROC then compani is not required to file MGT-7.

If AGM of the company has not been held, how the MGT-7 will be filed?

As per provisions of section 92, if there is no AGM held, then within 60 days will be considered from the date on which the AGM should have been held. The MGT-7 also should be attached with reasons for not holding the AGM.

If company has not filed INC-22A, will it be able to file annual return?

Yes, the company can able to file MGT-7.

Annual Compliances : Public Limited Company

A Public Limited Company is a separate legal business entity having limited liability with a minimum of 3 directors & 7 members. The securities of a limited company are traded on a stock exchange. Therefore, it is mandatory to file annual compliances by Public Limited company on time as per dates defined by ROC. Further, the public company enjoys huge benefits like

  • Limited liability,
  • Transferability,
  • Borrowing capacity, etc.

However, failure in filing compliances by Public Limited Company on time leads to heavy penalties on business.

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Following are Annual Compliances of Public Company:

  • Annual Return Compliances
    • The company should file an Annual Return in Form MGT 7. It also includes details related to directors and shareholders for the period of the financial year.
    • The due date for the Annual Return is within 60 days of holding Annual General Meeting
    • The Annual Return consists of Financial statements, shareholding structure, compliance certificate, and details of various registers maintained.
  • Maintenance of Books of Accounts and preparation of Financial Statements
    • Every Public company should compulsorily maintain the books of accounts each financial year.
    • Further, the shareholders should approve the financial statement in the general meeting.
    • File Form AOC-4 with the time stipulated. Along with the Balance Sheet, Profit and Loss Account, Directors’ Report, Cash Flow Statement, Auditor’s Report, and the Consolidated Financial Statement.
  • Income Tax Returns
    • The company should file its Income Tax return on or before 30th September.
  • Secretarial Audit Report in Form MR-3
  • File Form MGT-14 for Adoption of Financials and Director’s Report.
  • Annual Compliances under all Rules and Regulations associated with SEBI
  • Other Mandatory Compliances:
    • Holding of Annual general meeting once in a financial year for approving the financial statements
    • Conducting Board Meetings 4 times a year.
    • Filing of the Director’s Report once in a year.
    • File form MGT-15 regarding an exclusive report on the Annual General Meeting (AGM) of the company.
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FAQs

Is there any penalty for not filing the Annual Filling?

Yes. Penalty is levied in case of delay in annual filling or non filing.

Who should sign annual filling e-Forms?

A Director of the company and a CA/ CS should digitally sign Annual return.

When is annual return of Public Limited Company?

Public Limited Company should file Annual returns every year. Along with the Balance Sheet, P&L Account, and other documents. However, it is different from the income tax return and it’s governed by the Ministry of Corporate Affairs.