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Every company registered under Companies Act is required to file certain returns with the registrar of companies annually. These yearly filings are mandatory for every registered Company whether the Company carries on business or not. Company Annual Filings refers to the filing of Audited Annual Financial Accounts of the Company (Form AOC-4) Annual Return of Company (Form MGT-7) with Registrar of Companies.
Preparation of Final Accounts
Auditing of accounts
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Every Company registered under Companies Act is required to file their returns with the Registrar of Companies annually.
Company Annual Filings refers to the filing of Audited Annual Financial Accounts of the Company along with Directors Report and Annual Return of Company with Registrar of Companies. These yearly filings are mandatory for every registered Company whether the Company carries on business or not.
Companies registered on or before 31st December 2018 are liable to file the Financial Accounts, Annual Return and Income Tax Return for the year end on 31st March 2019
Companies registered on or after 1st January 2019 have to file the Financial Accounts and Annual Return for the year end on 31st March 2020 ONLY. However, company registered on or after 1st January 2019 and before 31st March 2019 has to file an Income Tax Return for the year ended on 31.03.2019.
The annual financial statements shall be filed in accordance with the format and accounting standards prescribed and give a true and fair view of the state of affairs of the company. The company shall also consolidate the financials of its subsidiary and associates including that of foreign, if they have any.
The financial statement after being duly adopted shall be filed along with the Board’s Report in Form AOC-4 within 30 days of the Annual General Meeting (AGM). However, an OPC shall file their financials by 27th September (180 days from closure of financial year). Companies falling under the ambit of secretarial audit shall attach the report in Form MR-3 along with the Board’s Report wherever applicable.
Certain classes of companies are required to report the financials in XBRL form. Such companies which have filed their financials in XBRL format shall continue to report in same format, though they do not fall under such class of companies in the following years.
Annual Return under Companies Act is an yearly Return containing the general particulars of company on the close of the financial year such as details of its registered office, business activities, particulars of its holding, subsidiary companies, shares, debentures and other securities and shareholding pattern, members and debenture-holders along with changes therein, promoters, directors, key managerial personnel along with changes therein, meetings of members or a class thereof, Board and its various committees along with attendance details, remuneration of directors and key managerial personnel, penalty or punishment imposed on the company, matters relating to certification of compliances, disclosures etc.
Annual Return in Form MGT-7 has to be filed within 60 days of the Annual General Meeting (AGM).
As per the Income Tax Act, every company is required to close its financial year on 31st March every year and file returns with the Income Tax Department.
Every Company is required to file Income Tax Returns every year mandatorily whether they do business or not. If the annual turnover of a business is more than Rs.100 lakhs, the accounts have to be audited by a qualified Chartered Accountant as required under the Income Tax Act as well.
Preparation of Final AccountsPrepare the final accounts for the financial year ended for board’s approval.
Auditing of accountsGet the accounts audited by the statutory auditor of the company.
Preparation of Directors ReportPrepare Board’s Report with specified information.
Convene Board MeetingConvene Board Meeting for to approve the accounts, Board’s Report and issue notice to the shareholders along with audited accounts, board’s report, secretarial audit report.
Convene AGMConvene AGM and pass resolution approving final accounts and other ordinary / special business (if any).
Preparation of MinutesPrepare minutes of Board meeting and AGM and get it vetted by professionals.
Filing of AOC-4 (Company Accounts)File the financial statements with ROC in form AOC-4 within 30 days of AGM with Financial statements along with audit report, Board’s report
Filing of Form MGT -7 (Annual Return)Annual Return in Form MGT-7 has to be filed within 60 days of the Annual General Meeting (AGM).
Preparation of Annual Financial Accounts
Audit by Chartered Accountant
Preparation of Directors Report
Filing of AOC-4
Filing of MGT-7
Income Tax (IT) Return
Preparation of Annual Financial Accounts
Audit of Accounts by CA
Preparation of Directors Report
Ordinary Business Items for AGM
Special Business Items for AGM (Other than Ordinary Items)
Draft Resolutions / Explanatory Statements for AGM Notice
Deliver Notice of AGM in time (21 days or as per Articles)
Convene AGM, Pass the resolutions and prepare Minutes
Preparation of Form MGT-9 (Abstract of Annual Return as part of Directors Report)
List of Shareholders and Transfers to be attached to Annual Return
Annual Return to be Certified by Practising Company Secretary (All Companies other than OPC and Small Company)
Annual Return - Form MGT-7 to be filed with ROC within 60 days of AGM
All Companies to file Income Tax Return on or before 30th Sept
IT Audit required, if company turnover is more than Rs.1 Crore.
Delay in Filing ITR will attract penalty
How it works
Preparation of final accounts and appointment of secretarial auditor
Auditing of Accounts
Preparation of Board’s Report
Approval of Accounts and Boards Report by the Board
Convening of AGM and getting approval from shareholders.
Filing of Financials and Annual Return with ROC.
Annual report is a compilation of Director’s Report, Auditor’s Report, Balance Sheet, Profit and Loss Accounts and Annual Return, Secretarial audit report, if any.
Financial Accounts refers to the financial statements which include Balance Sheet and Profit and Loss Account prepared in accordance with the accounting standards and as per Schedule III of Companies Act.
Annual Return is a return the updated company detail such as registered office, principal business activities, particulars of its holding, subsidiary and associate companies, details of shares, debentures and other securities and shareholding pattern, details of members and debenture-holders along with changes therein since the close of the previous financial year, details of its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year, meetings of members or a class thereof, Board and its various committees along with attendance details and remuneration of directors and key managerial personnel etc
Yes, every company has to compulsorily get its accounts audited by its statutory auditor every year. It should be done irrespective of whether the company has done the business or not.
Every year, the company has to convene an AGM of its shareholders within 6 months of the closure of its accounting period. Business items such as adoption of the annual accounts, declaration of dividend, appointment of directors in place of retiring and appointment of auditors for the following year (along with any other special items that may be required from time to time) should be presented and discussed at the AGM. A statement shall be annexed to the notice in case of any special business is proposed to be discussed at the general meeting.
In the case of a public company, the notice period is 21 clear days for calling an AGM. The date of notice and the date of the meeting will be excluded for calculating clear days’ notice. Private companies can fix a different notice period by mentioning the provisions in its articles.
A meeting of shareholders other than the Annual General Meeting is called Extraordinary General Meeting (EGM). Items that require shareholders’ approval and cannot be kept pending until the next AGM are usually decided at an EGM of shareholders.
An AGM can be convened with a shorter notice provided 95% of the shareholders accord their consent for conducting such a meeting with a shorter notice period either in writing or electronic mode.
Every company has to file annual returns with the ROC irrespective of whether the company has done business or not.
All returns with the ROC have to be filed electronically through www.mca.gov.in . There is no physical filing of returns at the office of the ROC. All returns are filed as PDF documents authenticated with digital signature certificates. Many of the returns are required to be certified either by a practicing Company Secretaries /Chartered Accountants or Cost Accountants before filing.
If the returns are not filed on time, it will attract additional fee as penalty. Moreover, the company and its directors may face further legal consequences.
(1). The Company and its every officer who is in default shall be liable to a penalty of Rs.50,000.00. (2). In case of continuing failure, further penalty of Rs.100.00 for each day during which such failure continues, subject to a maximum of Rs.5,00,000.00.
(1) The company shall be liable to a penalty of Rs.1000.00 for every day during which the failure continues but which shall not be more than Rs.10,00,000.00 (2) Every officer who is in default shall be liable to a penalty of Rs.1,00,000.00 (3) In case of continuing failure, further penalty of Rs.100.00 for each day during which such failure continues, subject to a maximum of five lakh rupees.