REEMA CHOPRA & ASSOCIATES

Company Secretaries

Reema Chopra
ACS, B.com(H),
N-43, Gurudwara Road, Mohan Garden,
Uttam Nagar, New Delhi-110059.
Mob.: +91-8447233830
E-mail: csreemachopra@gmail.com
reemachopra09@gmail.com

ANNUAL FILING
Following e-forms are required to be filed with ROC for the Annual
Filing for the financial year 2015-16.
1. MGT-14 (For approval of financial Accounts and Boards Report)-For Public/Listed
Companies
2. ADT-1
(For appointment of Auditor)- Only for fresh appointment/reappointment not
for ratification of appointment.
3. AOC-4 (For filing of Notice, Directors Report and Financial Statement)
4. MGT-7 (For Annual Return)

1. Form MGT-14:(To be filed within 30 days from date of passing the Board
Resolution)
As per the notification of MCA on 05.06.2015, only public company is required to file e-Form
MGT-14 with ROC for the approval of Financial Statement and Board Report.

Required documents/Information:
Signed copy of Board Resolution for approval of Financial Statements
Signed copy of Board Resolution for approval of Boards Report or Directors Report
Notice of Board Meeting or Date of Dispatch Notice of Board Meeting.
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2. FORM ADT-1: (To be filed within 15 days from the date of AGM)
Every Company is required to file form ADT-1 with the ROC within fifteen days(15 days)of the
date of AGM in which the auditor has been appointed/reappointed.
Form ADT-1 has to be filed for fresh appointment or reappointment after a specified tenure of
auditor not for the ratification of appointment of auditor by the shareholder in AGM.
Required documents/Information:

PAN of Auditor or Auditors firm

Name of Auditors firm
Membership No. or FRN
Address of Auditor
E-mail Id of Auditor
Tenure of previous appointment
Partner or Proprietor
2

Period for which auditor is being appointed

AGM Resolution
Consent and confirmation from auditor
Intimation letter sent by company to auditor.

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3. FORM AOC-4 or FORM AOC-4 XBRL:(To be filed within 30 days from the
date of AGM)
For filing of this form we need to prepare the following documents:

Notice of the Annual General Meeting.

Directors Report or Boards Report.
Auditors Report
CARO Report, if any
IFCS report
Financial Statement
consolidated financial statement, if any
Cash Flow Statement, if any

Notice of the Annual General Meeting:

A general meeting of a company may be called by giving not less than CLEAR TWENTY-ONE
DAYS.
A general meeting may be called after giving a shorter notice if consent is given in writing or by
electronic mode by not less than ninety-five per cent. (95%)of the members entitled to vote at such
meeting.

Directors Report or Boards Report:

The Boards report and any annexure thereto under sub-section (3) shall be signed by its chairperson of the
company if he is authorized by the Board and where he is not so authorized, shall be signed by at least two
directors, one of whom shall be a managing director, or by the director where there is one director.
Following are the Contents of Directors Report under Companies Act, 2013.

1. Balance sheet along with the auditors report.

2. Number of meetings of the Board
3. statement on declaration given by independent directors under sub-section (6) of section
149, if any
4. criteria for determining qualifications, positive attributes, independence of a director and
other matters by the Nomination and Remuneration Committee, if any
5. AOC-2 (particulars of contracts or arrangements with related parties)- (Annexure-I)
3

6. particulars of loans, guarantees or investments

7. the amount, if any, which it recommends should be paid by way of dividend
8. the amounts which it proposes to carry to any reserves, if any.
9. material changes and commitments, if any, affecting the financial position of the company
10. a statement indicating development and implementation of a risk management policy, if any
11. the details about the policy developed and implemented by the company On Corporate
Social Responsibility (CSR):
12. Average Net Profit of the Company for the Last 3 F.Y. (s),
13. Total amount spent on CSR for the financial year,
14. Amount spent in local area
15. Clarification on any qualification given by auditor in IFCS report.
16. Manner in which the amount spent during the F.Y. as detailed below:
S.
No

CSR
Project
or
activity
identifie
d

Sector
in
which
the
project
is
covere
d

Projects &
Programs
specify
the district
where
projects or
programs
was
undertake
n

Projects &
Programs
specify the
State/Union
Territory
where
projects or
programs
was
undertaken

Amt.
Outlay
(budget)
project
or
program
s wise

Amt.
Exp
on Mode of
spent on administrative amt spent
the
overheads
projects
or
program
s

1
2
17. a statement indicating the manner in which formal annual evaluation has been made by the
Board of its own performance and that of its committees and individual directors, if a listed
company and every other public company having a paid up share capital of twenty five
crore rupees or more.
18. the change in the nature of business, if any
19. the details of directors or key managerial personnel who were appointed or have resigned
during the year
20. the names of companies which have become or ceased to be its Subsidiaries, joint ventures or
associate companies during the year.
21. the details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and companys operations in future
22. the details in respect of adequacy of internal financial controls with reference to the Financial
Statements
23. Secretarial Audit Report, if any

Auditors Report
The auditors report shall be attached to every financial statement.

CARO Report
According to the order passed by the Ministry of Corporate Affairs on 10 th day of April, 2015 the
Companies (Auditor's Report) Order, 2015 shall apply to every company including a foreign
company as defined in clause (42) of section 2 of the Companies Act, 2013 except:

a banking company
an insurance company
a company licensed to operate under section 8 of the Companies Act, 2013.
a One Person Company and a small company
a private limited company with a paid up capital and reserves not more than rupees fifty
lakh and which does not have loan outstanding exceeding rupees twenty five lakh from any
bank or financial institution and does not have a turnover exceeding rupees five crore at any
point of time during the financial year.

Financial Statement
The financial statement, including consolidated financial statement, if any, shall be approved by the
Board of Directors before they are signed on behalf of the Board at least by the following:
SIGNING OF FINANCIAL STATEMENTS

+
CHAIRPERSON
Or

by two directors out

one shall be
of which

managing
director

CEO

CFO

COMPANY
SECREATRY OF
COMPANY

In the case of a One Person Company, only by one director.

Financial Statement in relation to a company, includes:
a balance sheet as at the end of the financial year
a profit and loss account, or in the case of a company carrying on any activity not for profit,
an income and expenditure account for the financial year
cash flow statement for the financial year
a statement of changes in equity, if applicable
any explanatory note annexed to, or forming part of, any document referred to above.

Note: The financial statement, with respect to One Person Company, small company and
dormant company, may not include the cash flow statement.
Where a company has one or more subsidiaries, it shall, in addition to financial statements prepare a
consolidated financial statement of the company and of all the subsidiaries in the same form and
manner as that of its own.
The company shall also attach along with its financial statement, a separate statement containing
the salient features of the financial statement of its subsidiary or subsidiaries in form AOC-1
(Annexure-II)
For the purposes of this sub-section, the word subsidiary shall include associate company and
joint venture.
Meaning of Associate Company means a company in which that other company has a control of at
least twenty per cent. of total share capital or on over business decisions , and includes a joint
venture company.

Consolidated Financial Statement (a part of financial statement)

The consolidation of financial statements of the company shall be made in accordance with the
provisions of Schedule III of the Act and the applicable accounting standards.
As per Companies (Accounts) Amendment Rules, 2014 notified by MCA on 14th October,
2014:a) the intermediate wholly-owned subsidiary Companies, other than a wholly-owned subsidiary
whose immediate parent is a company incorporated outside India are exempted from consolidation
of financial statements of their wholly-owned subsidiary company.
b) a company which does not have a subsidiary or subsidiaries but has one or more associate
companies or joint ventures or both are required to consolidate financial statement in respect of
associate companies or joint ventures or both, as the case may be for the financial year commencing
on or after 1st day of April, 2015.-The exemption for consolidation was giving for f.y. 2014-15
only
As per Companies (Accounts) Amendment Rules, 2014 notified by MCA on 16th January,
2015, a company having subsidiary or subsidiaries incorporated outside India are not required to
consolidate financial statement for the financial year commencing on or after 1st April, 2014.

Cash Flow Statement:

The financial statement, with respect to One Person Company, small company and dormant
company, may not include the cash flow statement.
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AOC-4 XBRL(To be filed within 30 days from the date of AGM)

The following class of companies shall have to file their Balance Sheet and Profit & Loss Account
in XBRL mode in form AOC-4 XBRL.
all listed Companies in India and their Indian subsidiaries; or
all companies having paid up capital of Rupees 5 Cr and above, or
all companies having turnover of Rupees 100 Cr and above
However, banking companies, insurance companies, power companies and Non-Banking Financial
Companies (NBFCs) are exempted from XBRL filing.
******************************************************************************

4. FORM MGT-7:(To be filed within 60 days from the date of AGM)

Every company shall prepare a return in Form No. MGT-7 containing the particulars as they stood
on the CLOSE OF THE FINANCIAL YEAR.
Following are the Contents and Annexure of Annual Return under Companies Act, 2013:

Copy of PAN of the Company

principal business activities and % age to Total Turnover of the Company,
particulars of its holding, subsidiary, Joint Ventures and associate companies and % age of
Shares held,
Share Capital Structure:(Including Individual/Body Corporate whether Indian or Foreign)

Type of Securities
At the
(Equity/Preference) beginning
(in Rs.)

Increase during the year

No. of
Shares

Right Issue
Private
Placement/Preferential
Allotment
Bonus Issue
Conversion of Pref.
Sh. Into Equity
Conversion of
Debentures Into
Equity

At the
end
Face Prem.
Value Per
share,
if any

Details of Transfer of Shares since 01.04.2015 till 31.03.2016 or in case of 1st Return, since
date of Incorporation till 31.03.2016:

Date of
Type of Security
No. of Amt.
Folio No.
Name of
Folio No.
Name of
Transfer (Equity/Preference) Shares per
of
Transferor of
Transferee
Security Transferor
Transferee

its indebtedness , (Annexure-III)

its members and debenture-holders along with changes therein since the close of the
previous financial year
its promoters, directors, key managerial personnel along with changes therein since the close
of the previous financial year
Date of meetings of members or a class thereof, Board and its various committees along
with attendance details
Remuneration paid to Directors, if any (for each Director)
A. For KMP (MD/WTD/Manager/CEO/CFO/CS):
Salary
Perquisites as per I.T. Act
Commission (as % of Profit)
Other Commission, if any
Others, if any
B. For Other Directors:
For attending Board/Committee Meetings
Salary
Perquisites as per I.T. Act
Commission
Others, if any
penalty or punishment imposed on the company, its directors or officers (For eg.- Condonation of Delay) and details of compounding of offences and appeals made against
such penalty or punishment(Copy of Order from Concerned Authority)
matters relating to certification of compliances, disclosures as may be prescribed;
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Authentication of Annual Return (FORM MGT-7)

S.No

Type of Companies

One Person Company

Small Companies

Other than OPC and small

Companies (not included Listed and
Big Companies)

Authentication
Certification
(Signing)
(In Form MGT-8)
CS of the company
or
where there is no No Certification
company secretary, by
the DIRECTOR of the
company

CS of the company
or
(paid-up share capital of less than where there is no No Certification
company secretary, by
Rs. 50 Lacs
the Director of the
AND
company
Turnover less than Rs. 2 Crore)
A Director
+
CS
or where there is no
company secretary,by
A Company Secretary
In Practice (PCS)

Big Companies

A Director
+
CS
(having paid-up share capital of Rs.
or where there is no
10 Crore or more
company secretary, by
Or
turnover Rs. 50 Crore or more)
A Company Secretary
In Practice (PCS)
Listed Companies
A Director

+
CS
or where there is no
company secretary, by
A Company Secretary
In Practice (PCS)

No Certification

Certified
by
a
Company Secretary in
practice (PCS) in form
MGT-8

Certified
by
a
Company Secretary in
practice (PCS) in form
MGT-8

Disclaimer:
The entire contents of this document have been prepared on the basis of relevant provisions and as
per the information existing at the time of the preparation. Though utmost efforts has made to
provide authentic information, it is suggested that to have better understanding kindly cross-check
the relevant sections, rules under the Companies Act, 2013 and by no means constitute an
advertisement of the services. This is meant only for private circulation.
9

FORM NO. AOC -2 (Annexure-I)

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1.

Details of contracts or arrangements or transactions not at Arms length basis.

SL. No.
a)
b)
c)
d)
e)
f)
g)
h)

2.

Particulars
Name (s) of the related party & nature of relationship
Nature of contracts/arrangements/transaction
Duration of the contracts/arrangements/transaction
Salient terms of the contracts or arrangements or transaction including the value,
if any
Justification for entering into such contracts or arrangements or transactions
Date of approval by the Board
Amount paid as advances, if any
Date on which the special resolution was passed in General meeting as required
under first proviso to section 188

Details

Details of contracts or arrangements or transactions at Arms length basis.

SL. No.
a)
b)
c)
d)
e)
f)

Particulars
Name (s) of the related party & nature of relationship
Nature of contracts/arrangements/transaction
Duration of the contracts/arrangements/transaction
Salient terms of the contracts or arrangements or transaction including the value,
if any
Date of approval by the Board
Amount paid as advances, if any

Form shall be signed by the people who have signed the Boards Report.

Details

Form AOC-1 (Annexure-II)

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part A: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
Sl. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.

Particulars
Name of the subsidiary
Reporting period for the subsidiary concerned, if different from the holding companys
reporting period
Reporting currency and Exchange rate as on the last date of the relevant Financial year in
the case of foreign subsidiaries
Share capital
Reserves & surplus
Total assets
Total Liabilities
Investments
Turnover
Profit before taxation
Provision for taxation
Profit after taxation
Proposed Dividend
% of shareholding

Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations
2. Names of subsidiaries which have been liquidated or sold during the year.

Details

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of associates/Joint Ventures
1. Latest audited Balance Sheet Date
2. Shares of Associate/Joint Ventures held by the
company on the year end
No.
Amount of Investment in Associates/Joint Venture
Extend of Holding%
3. Description of how there is significant
influence
4. Reason why the associate/joint venture is not
consolidated
5. Net worth attributable to shareholding as per
latest audited Balance Sheet
6. Profit/Loss for the year
i.
Considered in Consolidation
ii.
Not Considered in Consolidation
1. Names of associates or joint ventures which are yet to commence operations.
2. Names of associates or joint ventures which have been liquidated or sold during the year.
Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

INDEBTEDNESS (Annexure-III)
Indebtedness of the Company including interest outstanding/accrued but not due for payment

Principal Amount

Secured
Loan
Indebtedn
ess at the
beginning
of the
financial
year
Addition
Reduction
Indebtedn
ess at the
end of the
financial
year
Total

Unsecure
d Loan

Interest due but not paid

Deposits

Debenture Secure
s
d
Loan

Unsecured
Loan

Deposits

Interest accrued but not

due
Debenture Secure
s
d
Loan

Unsecure
d Loan

Deposit
s

Total

Debe
ntures