Pursuant to Section 92 of the Companies Act, 2013, Every Company is required to file an annual return to ROC after the end of each financial year. Before filing such return, the company shall also submit its financial statements to ROC as per Section 137 of Companies Act, 2013. The Financial Statement and Annual Return of the Company shall be filed in Form AOC-4 and MGT-7/7A respectively.
Let’s discuss the various aspects, including the procedure, of Annual Return filing of the company
What is Annual Return?
The annual return is the yearly statement which contains the essential information of an entity’s composition, activities, and financial position. The Annual Return contains -
- Particular of shareholders or stockholders, debenture holders, firm’s secretary, and the directors.
- Address of the registered office with location of the register of members
- List of charges against the entity (if any)
- Copy of latest financial statements
Documents Required For Filing Form AOC-4 (Financial Statement Of The Company) and Form MGT-7 (Annual Return Of The Company)
The following documents are required to be submitted along with Form AOC-4 (Financial Statement of the Company):
- Financial statements duly authenticated as per section 134 (including Board’s report, auditors’ report, and other documents) – Mandatory attachment
- Statement of subsidiaries as required under section 129 in the format of Form AOC-1 prescribed under the Companies (Accounts) Rules, 2014 – Mandatory if company has any subsidiary.
- Fact and reasons for not adopting balance sheet in the annual general meeting (AGM) – Mandatory if provisional unadopted financial statements are being filed
- Facts and reasons for not holding the AGM – Mandatory if AGM was not held
- Approval letter of extension of financial year or AGM – Mandatory if any extension has been granted for AGM or financial year
- Supplementary or test audit report under section 143 – Mandatory if CAG of India had conducted supplementary or test audit under section 143
- Company CSR policy as per sub-section (4) of section 135 – If applicable
- Details of other entity(ies) – Mandatory in case any amount of CSR is spent not directly by company. Attach the details of all such implementing agencies.
- Details of salient features and justification for entering into contracts/ arrangements/transactions with related parties as per sub-section (1) of section 188 - Form AOC-2
- Details of comments of CAG of India - Mandatory if C&AG of India had conducted supplementary or test audit under section 143
- Secretarial Audit Report – Mandatory if Secretarial Audit was applicable
- Directors’ Report as per section 134(3) – Mandatory
- Details of remaining CSR activities – Details of CSR programmes/projects/activities not mentioned in e-form is mandatory to attach in excel sheet.
- Optional attachments (s) – if any
Note: A new form for Additional attachments to Form AOC-4 has been introduced by MCA. Where the size of FORM AOC-4 exceeds 6mb due to heavy attachment files, the company may use form for Additional attachments to Form AOC-4 for filing attachments along with Form AOC-4
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The following documents are required to be submitted along with Form MGT-7 (Annual Return of the Company):
- List of shareholders, debenture holders – Mandatory in case of company having share capital.
- Approval letter for extension of AGM – Mandatory if AGM is extended.
- Copy of MGT-8 – If applicable
- Optional Attachment(s) – 'Separate sheet attached for details of transfers'
Procedure for Filing Annual Return
Step 1: Maintain proper Books of Accounts – Pursuant to Section 129 of the Companies Act, 2013, it is mandatory for every company to maintain proper Books of Accounts, Relevant Book and Papers and Financial Statement of the Company. Moreover, apart from compliance, Books of Accounts helps the company to track its net inflow and outflow of cash and maintain a proper record of the same. Accounts of the company includes –
- Detail of cash and cash equivalent received or spent by the company;
- the assets and liabilities of the company;
- Details of sales and purchases of the company; and
- Other business transactions
Step 2: Preparation of Financial Statement – On the basis of Books of Accounts, the company prepares the Financial Statement of the Company. Financial Statement of the Company includes –
- Profit and Loss Account
- Cash flow statement
- Balance Sheet
- Statement of change in equity, if applicable
- Any explanatory notes annexed to or forming part of financial statement
Step 3: Audit of Financial Statement – Every company has to appoint a Statutory auditor in the Company within 30 days from the date of its incorporation. After his appointment, the Auditor is required to audit the financial statements of the Company and submit his/ her report on the affairs of Company to its members. The Auditor’s report shall state that whether the accounts of the Company give a true and fair view of the state of affairs of the Company.
Step 4: Conduct and Convene AGM of the Company – As per Section 96 of the Companies Act, 2013, It is mandatory for all companies except One Person Company to conduct an Annual General Meeting every year. The Company shall, along with other agendas, adopt the financial statements of the Company in such meeting.
Step 5: Filing of Financial statements (Form AOC-4) – Prior to filing of Annual Return of the Company in Form MGT-7/7A, the company has to submit its financial statement to ROC in Form AOC-4 within 30 days from the date of AGM.
What are the particulars to be filed in Form AOC-4 (Financial Statement of the company)?
The particulars, regarding the following, as stood at the end of financial year shall be filed in Form AOC-4 (Financial Statement of the company of the company:
- Information and Particulars in respect of Balance sheet
- General information of the company
- Particulars of Balance sheet (Amount in Rupees) as on financial year end date
- Share capital raised during the reporting period (Amount in Rupees)
- Financial parameters - Profit and loss account items (Amount in Rupees) during the reporting period
- Details related to principal products or services of the company
- Information and Particulars in respect of Profit and Loss Account
- Statement of Profit and Loss
- Details related to principal products or services of the company
- Reporting of Corporate Social Responsibility (CSR)
- Disclosure about Related Party Transactions
- Auditor's Report
- Miscellaneous information
Step 6: File Annual Return (Form MGT-7/7A) – The Company has to file its Annual Return within 60 days from the date of AGM. Annual Return shall be filed in Form MGT-7 or MGT-7A as the case may be. Small Companies and One Person Company as defined under the Companies Act, 2013 ha to file Form MGT-7A and all other Companies has to file Form MGT-7.
What are the particulars to be filed in Annual Return (MGT-7)?
The particulars, regarding the following, as stood at the end of financial year shall be filed in Annual Return of the company:
- Registration and other basic details of the company
- Principal business activities of the company
- Particulars of holding, subsidiary, and associate companies (including joint ventures)
- Share capital, Debentures, and other securities of the company
- Turnover and net worth of the company (as defined in the Companies Act, 2013)
- Details, Promoters, Members (other than promoters), Debenture holders
- Details of directors and Key Managerial Personnel (KMP)
- Meetings of members/class of members/board/committees of the board of Directors
- Remuneration of directors and Key Managerial Personnel
- Matters related to certification of Compliances and Disclosures
- Penalty and Punishment - Details thereof
- Compliance of sub-section (2) of Section 92 – Details of Practicing Company Secretary who has certified the Annual Return in Form MGT-8 (Mandatory for prescribed companies*)
*According to the rules under Section 92(2) of the Companies (Management and Administration) Rules, 2014, the Annual Return of a Company is required to be certified by the Practicing Company Secretary in Form MGT-8 where the company is –
· A Listed Company, or
· A company having a paid-up share capital of Rs. 10 Crores or more, or
· A company with a turnover of Rs. 50 Crores or more
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ROC E-filing Process on MCA
- Register on MCA Portal: If you haven't already registered, you'll need to create an account on the MCA portal (www.mca.gov.in) using your company's details.
- Login to MCA Portal: Once registered, login to the MCA portal using your credentials.
- Select E-Form: Choose the appropriate e-form for the filing you want to make. For example, if you're filing the annual return, select Form MGT-7.
- Fill in Details: Fill in the required details in the e-form. This includes details about your company, directors, financial statements, etc. Ensure that all information provided is accurate and up-to-date.
- Attach Documents: Attach the required documents, such as the balance sheet, profit & loss account, auditor's report, etc., in the prescribed format.
- Payment of Fees: Pay the required filing fees online using the payment gateway provided on the MCA portal.
- Submit Form: Once you have filled in all the details and attached the necessary documents, submit the e-form on the MCA portal.
- Get Approval: After submission, the form will be processed by the ROC. If everything is in order, the form will be approved, and you will receive a confirmation on the MCA portal.
- Download Acknowledgement: Download the acknowledgement receipt for your records. This will serve as proof of filing.
The users have two options
- Pay Later and save the generated challan and pay the fees within the due time
- Pay the fees using internet banking or debit/credit card facility simultaneously and save the payment challan for future reference.
- After completion of this whole process, the user can track the transaction status of the form through SRN under the MCA services menu and the user will be able to know whether the form is approved or pending for approval.