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ROC Compliance of NBFC | Annual Filing of NBFC

Q: What is Division III to Schedule III?

MCA vide its Notification dated 11th October 2018 inserted Division III to Schedule III which provide instructions for presentation of financial statements of an Non-Banking Financial Company (NBFC) made as per Companies (Indian Accounting Standards) Rules, 2015.

A Non-Banking Financial Company (NBFC) is a company registered under the Companies Act, 1956/2013 engaged in the business of loans and advances, acquisition of shares/stocks/bonds/debentures/securities issued by Government or local authority or other marketable securities of a like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of agriculture activity, industrial activity, purchase or sale of any goods (other than securities) or providing and services and sale/purchase/construction of immovable property. A non-banking institution which is a company and has principal business of receiving deposits under any scheme or arrangement in one lump sum or in installments by way of contributions or in any other manner, is also a nonbanking financial company.

DOCUMENTS REQUIRED

Memorandum and Articles of Association
Minutes of the Meetings
Statutory Registers
Audited Financial Statements i.e Balance Sheet and Profit & Loss
Shareholding records
Details of Directors
Any other documents

PROCEDURES FOR ROC ANNUAL COMPLIANCES

COMPLIANCES	E-FORM	DUE DATE
Financial Statements to be filed with ROC	AOC-4 NBFC	To be filed within 30 days of Annual General Meeting
Non-Banking Financial Company (NBFC) that is required to comply with Indian Accounting Standards (Ind AS)	AOC-4 NBFC (INDAS) & AOC 4 CFS NBFC (INDAS)	To be filed within 30 days of Annual General Meeting
Annual Return	MGT-7	To be filed within 60 days of Annual General Meeting
Half Yearly Return to be filed with ROC in respect of the details of the amount of payment due to Micro and Small Enterprise Suppliers for more than 45 days and which is outstanding at the end of 6 months	MSME 1	To be filed with MCA on half yearly basis i.e. on or before 30^th April and on or before 31^st October
KYC of Directors	DIR-3 KYC {who is filing for the first time or in case of any changes in particulars filed last year) DIR-3 WEB KYC {in case of no change}	On or before 30^th September every year
Appointment of Directors If there is any change in Directors	E-Form DIR 12	Within 30 days of Change of Director
	E-Form MGT 14	Within 30 days from the date of passing of resolution
Auditor Appointment	E-Form ADT-1	Within 15 days from the Appointment of Auditor
Change in Registered Office	E-Form INC 22	Within 30 days from change of registered office address

FEATURES

NBFC should be a Company registered under Companies Act 2013. So, the Compliance of Companies Act 2013 is a must for any Company which includes filing of timely returns & forms with Ministry of Corporate Affairs (ROC) i.e Annual Filing, change in registered office,

Change in directors, Auditor Appointment. Delay in filing returns or non-submission of returns can lead to heavy penalties and strict action by MCA.

MCA in the recent time has been very harsh on companies who are not compliant. At Compliance Calendar LLP, we can provide you a customized Compliance Calendar basis of your NBFC wherein we can cater to the ROC Compliance as may be applicable.

Exemptions from provisions of companies act 2013:

CHAPTER V (ACCEPTANCE OF DEPOSITS BY COMPANIES) i.e Section 73 to 78: to a banking company and non-banking financial company as defined in the Reserve Bank of India Act, 1934 (2 of 1934) and to such other company as the Central Government may, after consultation with the Reserve Bank of India, specify in this behalf.

SECTION 185 OF THE COMPANIES ACT 2013 i.e LOAN TO DIRECTORS : Shall not apply to a company which in the ordinary course of its business provides loans or gives guarantees or securities for the due repayment of any loan and in respect of such loans an interest is charged at a rate not less than the rate of prevailing yield of one year, three years, five years or ten years Government security closest to the tenor of the loan.

SECTION 186 OF THE COMPANIES ACT 2013 i.e LOAN AND INVESTMENT BY COMPANY: Nothing contained in this section, except sub-section (1) shall apply in respect of investment or lending activities made by a non-banking financial company registered under Chapter III-B of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities.

SECTION 117 OF THE COMPANIES ACT 2013 i.e RESOLUTIONS PASSED IN PURSUANCE OF SECTION 179(3): Nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by any class of non-banking financial companyregistered under Chapter IIIB of the Reserve Bank of India Act, 1934, as may be prescribed in consultation with the Reserve Bank of India;

RULE 3 OF Companies (Filing of Documents and Forms in XBRL) Rules, 2015: Non-banking financial companies, housing finance companies and companies engaged in the business of banking and insurance sector are exempted from filing of financial statements in XBRL format

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Frequently Asked Questions

What is the definition of NBFC as per The Companies (Indian Accounting Standards) Rules, 2015?

Non-Banking Financial Company” means a Non-Banking Financial Company as defined in clause (f) of section 45-I of the Reserve Bank of India Act, 1934 and includes Housing Finance Companies, Merchant Banking companies, Micro Finance Companies, Mutual Benefit Companies, Venture Capital Fund Companies, Stock Broker or Sub-Broker Companies, Nidhi Companies, Chit Companies, Securitisation and Reconstruction Companies, Mortgage Guarantee Companies, Pension Fund Companies, Asset Management Companies and Core Investment Companies.

Which Companies are required to file Form AOC 4 NBFC (INDAS) AND AOC 4 CFS NBFC(INDAS)?

Every NBFC that is required to comply with Indian Accounting Standards (INDAS) is required to file Form AOC-4 NBFC (Ind AS) and the consolidated financial statement, if any, with Form AOC-4 CFS NBFC (Ind AS) within 30 days of date of AGM

Which provisions of Companies Act 2013 are not applicable to NBFCs?

Section 73 to 78, Section 185, Section 186,section 117 of the Companies Act 2013, RULE 3 of Companies (Filing of Documents and Forms in XBRL) Rules, 2015 specifically provides exemptions to NBFCs.

What is Division III to Schedule III?

MCA vide its Notification dated 11^th October 2018 inserted Division III to Schedule III which provide instructions for presentation of financial statements of an Non-Banking Financial Company (NBFC) made as per Companies (Indian Accounting Standards) Rules, 2015.