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Filing of ROC Returns DATE- 11th October, 2015 Time-PRE LUNCH SESSION VENUE- FARIDABAD BRANCH OF NIRC OF ICAI Speaker- Ajay Garg Former Director,

Filing of Roc Annual Returns

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Page 1: Filing of Roc Annual Returns

Filing of

ROC ReturnsDATE- 11th October, 2015Time-PRE LUNCH SESSION

VENUE- FARIDABAD BRANCH OF NIRC OF ICAI

Speaker- Ajay Garg Former Director, Corporation

Bank

Page 2: Filing of Roc Annual Returns

COMPANIES ACT, 2013

ANNUAL FILING FORMS 2015

FILING OF ROC RETURNS…..

Team AGBians

Page 3: Filing of Roc Annual Returns

Non XBRL filingAnnual Return

Board Report

Annual Filing

Team AGBians

Notice

FILING OF ROC RETURNS…..

Page 4: Filing of Roc Annual Returns

Team AGBians

Annual Return

Section 92(1), Rule 11 (1) of Co.

Mgt. & Administration)

FORM MGT-7

FILING OF ROC RETURNS…..

Page 5: Filing of Roc Annual Returns

Team AGBians

Financial StatementsS 129, S 137

FORM AOC-4/ AOC-4(XBRL)Form getting updated every alternate day

FILING OF ROC RETURNS…..

Page 6: Filing of Roc Annual Returns

Team AGBians

Regularization of

Director

FORM DIR-12

FILING OF ROC RETURNS…..

Page 7: Filing of Roc Annual Returns

Team AGBians

Approval of Financial Statements &Board

Report

FORM MGT-14(Deleted from Rules But

still there in Sec- 179(3) of the Act)

FILING OF ROC RETURNS…..

Page 8: Filing of Roc Annual Returns

Team AGBians

Authorization For Related

Party Transaction

S- 188

FORM MGT-14(AOC-2 Needs to be attached

with Directors Report)

FILING OF ROC RETURNS…..

Page 9: Filing of Roc Annual Returns

Section 121

Form MGT-15

Report on AGMListed Company

Within 30 days of AGM

Team AGBians

FILING OF ROC RETURNS…..

Page 10: Filing of Roc Annual Returns

Team AGBians

Information to the Registrar by Company

for appointment of Auditor

S-139, S-141

FORM ADT-1(No need in case of Ratification.

If ratification fails then Board empowered S139(8))

FILING OF ROC RETURNS…..

Page 11: Filing of Roc Annual Returns

Section -93Form MGT-10 Listed companies to be more vigilant and informative

Reporting 15 days

Change in Shareholding Pattern of

•Promoters or

•Top 10 shareholdersTeam AGBians

FILING OF ROC RETURNS…..

Page 12: Filing of Roc Annual Returns

ANNUALRETURN

Team AGBians

FILING OF ROC RETURNS…..

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MGT-7 (Most Exhaustive

Form)

Annual Return (More

disclosures than Compliance

Certificate)Team AGBians

FILING OF ROC RETURNS…..

Page 14: Filing of Roc Annual Returns

Attachments to MGT-7

•List of Share holders• Form MGT-8-LISTED & Others

COMPANIES- C7R11(2)• Approval Letter Extension of

AGM, if any

Team AGBians

FILING OF ROC RETURNS…..

Page 15: Filing of Roc Annual Returns

Additional Disclosures-Annual Return

PAN of the Company

Principal Business Activity of the CompanyParticulars of Holding, Subsidiary, JV, Associate Companies

Turnover and Net worth as per CA 2013

Shareholding Pattern- Promoters & PublicTeam AGBians

FILING OF ROC RETURNS…..

Page 16: Filing of Roc Annual Returns

Remuneration of KMP & Directors

Details of shares held by Foreign Institutional Investor

Meetings of members/class of members / Board / Committees of the Board of Directors

Team AGBians

FILING OF ROC RETURNS…..

Page 17: Filing of Roc Annual Returns

Meetings of members

Details about committees

Meetings of various Committees along with attendance details

Compliance of Section 92(2), In Case of Listed & Other (10:50) Companies - Form MGT-8 (As an Annexure to MGT-7)

Team AGBians

FILING OF ROC RETURNS…..

Page 18: Filing of Roc Annual Returns

Penalties Section 92(4)(5)Non submission of-Annual return within stipulated

time 60 days

SECTION -403 –within a period of 270 days from the completion of above 60 days

Officers in default -Imprisonment/fine /or both

Imprisonment-6 months

Fine- -50000 -5000000

Company--Fine-50000 -5000000

CSP- Fine – 50000-500000Team AGBians

FILING OF ROC RETURNS…..

Page 20: Filing of Roc Annual Returns

FINANCIAL STATEMENTS

Non - xbrl

Team AGBians

FILING OF ROC RETURNS…..

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Team AGBians

Annexures to FORM AOC-4

Copy of financial statements duly authenticated as per section 134 (including Board’s report, auditors’ report and other documents)

Company CSR policy as per sub-section (4) of section 135, if Any

FILING OF ROC RETURNS…..

Page 22: Filing of Roc Annual Returns

Section 134 (6)Financial

StatementForm AOC-4

Clubbing of Forms 23AC&ACA

Approved by BOD Before Signed by Chairperson

Signed by Two Directors CEO / MD Must Also by CFO & CS In OPC, Signed By one

Director Team AGBians

FILING OF ROC RETURNS…..

Page 23: Filing of Roc Annual Returns

Team AGBians

Annexures to FORM AOC-4

XBRLXBRL financial statements

duly authenticated as per section 134 (including

Board's report, auditors‘ report and other documents)

Statement of subsidiaries as per section129-Form AOC-1 (To be attached in respect of

Foreign subsidiaries)

FILING OF ROC RETURNS…..

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Financial Statement

Digital SignaturesForm AOC-4/ Form AOC-4

XBRL

-Director/ Manager/ CEO/ CFO/ Secretary of the Company

-Certificate by Practicing Professional- CA/CS/CWA Team AGBians

FILING OF ROC RETURNS…..

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FINANCIAL STATEMENTS

Xbrl

Team AGBians

FILING OF ROC RETURNS…..

Page 26: Filing of Roc Annual Returns

Extensible Business reporting Language (XBRL ) Filing

Applicability-

Listed Companies Indian Subsidiaries of

Listed CompaniesCompanies having

Paid up share Capital Rs. 5 crore & above

Companies having turnover of Rs. 100 Crore & more

Team AGBians

FILING OF ROC RETURNS…..

Page 27: Filing of Roc Annual Returns

Extensible Business reporting Language (XBRL ) Filing

Few Popular Software Vendors for XBRL –

Webtel Electrosoft Pvt. Ltd

Rhapsody Accounting and Advisory Services Private Limited

Alphabricks Technologies Private Limited Skorydov Systems Private Limited Softpark 21 India

Taxmann Allied Services Private Limited Relyon Softech Ltd

Team AGBians

FILING OF ROC RETURNS…..

Page 28: Filing of Roc Annual Returns

MGT-14

Team AGBians

FILING OF ROC RETURNS…..

Page 29: Filing of Roc Annual Returns

Team AGBians

Approval of Financial

Statement & BR- Sec 179(3)(g)

Notification Dated 18.03.2015

Amendment in Rule 8 Chapter XII

FILING OF ROC RETURNS…..

Page 30: Filing of Roc Annual Returns

Team AGBians

FILING OF ROC RETURNS…..

Page 31: Filing of Roc Annual Returns

ADT-1

Team AGBians

FILING OF ROC RETURNS…..

Page 32: Filing of Roc Annual Returns

Appointment of Auditor -Form ADT-1

Ratification of Auditor- NO form Specified

Team AGBians

FILING OF ROC RETURNS…..

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If Ratification of Auditor Fails

Casual Vacancy

Power goes to the BOD

Team AGBians

FILING OF ROC RETURNS…..

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Rotation of Auditors

Sec 139(2)

5 and 10 S139(2)L/PLC10/PTC20/

PB50CXIR6

Team AGBians

FILING OF ROC RETURNS…..

Page 35: Filing of Roc Annual Returns

Annual FilingRight time to understand

Director’s Report, Auditor’s Report

and Annual Return

Team AGBians

FILING OF ROC RETURNS…..

Page 36: Filing of Roc Annual Returns

NOTICETo

AGMTeam AGBians

FILING OF ROC RETURNS…..

Page 37: Filing of Roc Annual Returns

Notice21 Days Clear

Notice

Members, Directors, Auditors Team AGBians

FILING OF ROC RETURNS…..

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NoticeAGM at Shorter

Notice(Consent of 95% Shareholders)

Circular Dated 21.07.2015

Circulate financial Statements along

with Notice

Team AGBians

FILING OF ROC RETURNS…..

Page 39: Filing of Roc Annual Returns

Agenda to AGMOrdinary Business

S102(2)Approval of FS, BR &

ARAppointment/ ratification &

Remuneration of Auditors

Ratification of Remuneration of Cost

AuditorRe/Appointment in place of / retiring of

DirectorsDeclaration of

Dividend

Team AGBians

FILING OF ROC RETURNS…..

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Agenda to AGMSpecial BusinessApp. Of Independent

Directors Regularization of Additional Director

Authorization to Related Party

Reappointment/Remuneration of MD

Team AGBians

FILING OF ROC RETURNS…..

Page 41: Filing of Roc Annual Returns

BOARD’S REPORT

Team AGBians

FILING OF ROC RETURNS…..

Page 42: Filing of Roc Annual Returns

Additional Disclosures-Board Report as Per CA- 2013

Contract and arrangement with Related Parties-

Sec 188- Form AOC-2Amounts, if any, co. proposes to transfer to

ReservesTeam AGBians

FILING OF ROC RETURNS…..

Page 43: Filing of Roc Annual Returns

Future Prospects (Material Changes)

Risk Management Policy

Revision of Financial Statements S131(1)

Team AGBians

FILING OF ROC RETURNS…..

Page 44: Filing of Roc Annual Returns

• Conservation, Technology Absorption & Foreign exchange-S134(3)(m)-CIXR8(3)

• Corporate Social Responsibility As Annex.

Team AGBians

FILING OF ROC RETURNS…..

Page 45: Filing of Roc Annual Returns

Formal Annual Evaluation Mechanism- L /PLC >25

Nature of Business, Change in Directorate/

KMP Change in Status of

Subsidiary, JV or Associate Companies Team AGBians

FILING OF ROC RETURNS…..

Page 46: Filing of Roc Annual Returns

Details Relating To Deposits Covered Under Chapter V

Internal financial Control

Corporate GovernanceAppointment of

Cost Auditor-Sec 148 and Cost Audit Rules Team AGBians

FILING OF ROC RETURNS…..

Page 47: Filing of Roc Annual Returns

Significant and Material Orders passed by the

Regulators or Courts or Tribunals, etc-

Name and Place of the Regulator, Court or tribunal

Date of OrderImpact of OrderWhether appealed at

higher forum or accepted Team AGBians

FILING OF ROC RETURNS…..

Page 48: Filing of Roc Annual Returns

Disclosure under

SHWW (Prevention, Prohibition

and Redressal) Act, 2013

Team AGBians

FILING OF ROC RETURNS…..

Page 49: Filing of Roc Annual Returns

Other Disclosures Disclosure under S131(1)- Revision of Financial Statement/ Board Report;

Disclosure under S149(10) - Appointment of Independent Director;

Disclosure under S177(8)-Audit Committee –rejection of recommendation

Team AGBians

FILING OF ROC RETURNS…..

Page 50: Filing of Roc Annual Returns

Other Disclosures

Vigil Mechanism under Prov. to S177 (10)

Disclosure on under Prov. to S197(12)- Remuneration to Director

Team AGBians

FILING OF ROC RETURNS…..

Page 51: Filing of Roc Annual Returns

Signing Provision-

Chairperson, if authorized by BOD

At least two directors, one of whom shall be MD

Team AGBians

FILING OF ROC RETURNS…..

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AUDITOR’S REPORT

Team AGBians

FILING OF ROC RETURNS…..

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COMPANIES (AUDITOR’S REPORT) ORDER, 2015

UNQUALIFIED OPINION

QUALIFIED OPINION

ADVERSE OPINION

Categories of Auditor’s Report

Team AGBians

FILING OF ROC RETURNS…..

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COMPANIES (AUDITOR’S REPORT) ORDER, 2015Applicability:

Applicable to all companies except-Banking companyInsurance CompanySection 8 CompanyOne Person CompanyPrivate limited Company-

Paid up capital & reserves not more than 50 lac; and

Doesn’t have loan outstanding exceeding 25 lac at any point during financial year; and

Doesn’t have a turnover exceeding 5 crore Team AGBians

FILING OF ROC RETURNS…..

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Usual Mistakes while doing MCA filing

Mismatch between e-forms and attached documents.

Mismatch between documents and details entered in Forms

Mismatch of name of city and area code

Team AGBians

FILING OF ROC RETURNS…..

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Usual Mistakes while doing MCA filingSoftware updation

Improper, incomplete attachment not properly linked

Proper size of the Form

Attachments to be in .pdf form

Latest form to be filled and uploded

Team AGBians

FILING OF ROC RETURNS…..

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Usual Mistakes while doing MCA filing

Registered DSCIgnorance of time limitsMembership No. of Secretary of Company to be registered with MCA

Team AGBians

FILING OF ROC RETURNS…..

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Major Challenge

Filing on Time

Team AGBians

FILING OF ROC RETURNS…..

Page 59: Filing of Roc Annual Returns

Ajay Garg Team AGBians

[email protected]

09811386723

FEELING HONORED WITH THIS DELIBERATION

THANK YOU….!!!!