FAQ’S – ANNUAL FILING COMPANY LAW - Series 1



FAQ’S – ANNUAL FILING
COMPANY LAW

These FAQ’s are based on Latest amendments including Amendment Act, 2017 and in relation to Filling of Financial Statement and Annual Return for f.y. ended 31.03.2018.

     A.1.    As per Companies Act, 2013 Statutory Auditor shall be appointing for 5 financial years subject to ratification by members in every AGM. However, CAA, 2017 removed the provision of ratification from the Act. In such case whether Notice of AGM required to mention point in relation to Statutory Auditor?

Before notification of section 139 of CAA, 2017 w.e.f. 07th May, 2018 every year in AGM notice companies have to mention about ratification of auditor.

However, this provision has been removed from Act w.e.f 07.05.2018 therefore every notice of AGM to be issued on or after 07.05.2018 no need to mention point in relation to auditor until unless there is appointment of auditor.
However, one can opine that even point in relation ratification of auditor no need to mention in Directors Report also.

    A.2.  Where a Company can hold Annual General Meeting?

As per CA, 2013 section 96, AGM of Companies shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.

However, this provision has been amended by CAA, 2017 w.e.f. 13.06.2018 i.e. now annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance.

    A.3.   Whether there is any difference in disclosure of Directors Report of OPC/ Small Company or Other Companies?

As per CA, 2013 section 134, Disclosures under Directors Report was same for all type of companies.

However, this provision has been amended by CAA, 2017 w.e.f. 31.7.2018 i.e. MCA has provided separate form of disclosures in Directors Report for OPC and Small Companies. It is less than half in comparison to other Companies? There are only 10 disclosures in Directors report of OPC and Small Company.

You can get complete details of new disclosures and format on below given link:

    A.4.   Whether Rule 8 i.e. “Matters to be Included in Board’s Report” shall be applicable on OPC and Small Company?

A new sub Rule 6 added after sub Rule 5 in Rule 8; I.e. “This Rule shall not apply to OPC and Small Company”.

Therefore, Rule 8 shall not apply on the OPC and Small Company
                
    A.5.  Whether Companies are required to prepare MGT-9?

As per CA, 2013 section 134, Companies was required to prepare MGT-9 extract of Annual Return and such MGT-9 was required to file with Directors Report.

However, this provision has been amended by CAA, 2017 w.e.f. 31.7.2018 i.e. as per notification dated 31st July, 2017 provision in relation to MGT-9 has been removed from Section 134 and a new provision I added i.e. “the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed.

Therefore, one can opine that MGT-9 is not required to prepare by any Company if Directors Report approved in Board Meeting on or after 31st July, 2018.

    A.6.  If a Company doesn’t having website, whether it is mandatory to Prepare MGT-9?

As per Section, 134 Companies have to give the link of Annual return in Directors Report only in the condition if Company having website.

If Company doesn’t have website then don’t have to give anything. Therefore, one can opine that irrespective of Fact Company having website or not requirement of MGT-9 has been done away with.

    A.7.  Who will sign the Directors Report and all the Annexure like (AOC-1, AOC-2 etc)?

As per Act, Directors report should be sign by the any Two Directors or Chairman of the Company.

All the annexure should be sign in the same manner in which Directors report got signed.

    A.8.  Who will sing the financial statement of the Company?

W.e.f. 07th May, 2017 following persons shall sing the financial statement of the Company
       ·        Any 2 directors one of them shall be MD, if any
       ·        Company Secretary of Company
       ·        CFO, if any
       ·        CEO, if any

Whether provisions of Section 203 KMP applicable on Company or not but if Company having CS, CEO, CFO or any of them they need to sign the Financial statement.

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com). 

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. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION

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