All Companies registered with the Ministry are required to file Copy of Financial Statements along with Board Report (AOC-4) of the Company mandatorily on annual basis and are required to file an annual return (MGT-7) mandatorily on annual basis.

Provisions with respect to submission of financial statement of the Company is given under section 129, 134, 137 of the Companies Act, 2013

As per section 129(1) of the Act, the financial statement of the Company should: • Reflect True & Fair view of the state of affairs of the Company. • Be in accordance with accounting standard notified by the Central Government. • Should follow instructions given in Schedule III of the Act.

If any Company does not comply with accounting standard, then it shall disclose the deviation and reason thereof in the Financial Statement.

As per section 134 of the Act, every Company has to prepare a detailed report called as Board Report of the Company and which should be placed at the Annual General Meeting of the Members for their Adoption along with the Financial Statements of the Company.

Some of the particulars which are mentioned in Board Report are given below:

1. State of Affairs of the Company 2. Any transfer of amount to reserve 3. Recommendation of Dividend 4. Material changes through out the year 5. Corporate Social Responsibility Policy if any 6. Web address of the Company if it is maintaining website 7. Number of meeting of Board and Committees 8. Statement on Directors Responsibility. 9. Details of Fraud if any 10. Statement of declaration of Independent Director 11. Explanation on comments of Statutory of secretarial auditor given in its report 12. Particulars of loans, guarantees or investments 13. Particulars of contracts or arrangements with related parties in Form AOC-2 14. Particular of Energy Conservation, Technology Absorption, Foreign Outgo etc.

Annual Return of the Company is primarily summary of all activities of the Company during the financial year for which annual return in being filed.

As per section 92 of the Act “Every company shall prepare an annual return in the E-Form MGT-7 containing the particulars as they stood on the close of the financial year

Form MGT 7 includes following details: 1. Registered office, principal business activities, particulars of its holding, subsidiary and associate companies 2. Shares, debentures and other securities and shareholding pattern 3. members and debenture-holders along with changes therein since the close of the previous financial year 4. promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year 5. meetings of members or a class thereof, Board and its various committees along with attendance details 6. remuneration of directors and key managerial personnel 7. penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment 8. matters relating to certification of compliances, disclosures

1. When to file financial statement with Registrar of Companies?

In accordance with section 137 of the Companies Act, 2013 every Company is required to submit its financial statement, including consolidated financial statement, within 30 days from the date of Annual General Meeting.

2. What is Consolidated Financial Statement?

Consolidate Financial Statements are presentation of combined accounts of Company with its subsidiary or associates. As per section 129(3), when Company has one or more: • Subsidiaries Company • Associate Company Such Company shall file: • Standalone Financial Statement of the Company • Consolidate Financial Statement of the Company Earlier this provision was applicable on Companies which are having subsidiaries but Companies (Amendment) Act, 2017 which got effective from May 7, 2018 includes “Associates” in the purview and Companies are now required to consolidate accounts of both subsidiary and associates.

3. Who will sign financial statements?

Company having KMP: • Chairperson (If authorised by board) • Two Director, one to be Managing Director, (if any) • CEO • CFO & CS Company not having KMP: Any two Directors on behalf of Board

4. What are the forms for filing financial statement and Board report?

Companies are required to submit financial in below manner: • E Form AOC-4: Financial Statements • E Form AOC-4 CFS: Consolidated Financial Statement For NBFC Companies complying IND AS: • E Form AOC-4 NBFC (IND AS): Financial Statements • E Form AOC-4 CFS NBFC (IND AS): Consolidated Financial Statement For Companies which are required to file XBRL (Read about XBRL) E Form AOC-4 XBRL: Financial Statements

5. What is the Penalty for Non Submission of Financial Statement?

As per section 137(3) of the Companies Act, 2013 penalty will be imposed as below: Company & its Officer in Default (In particular MD and CFO if any): Penalty of Rs. 1 lakh with per day Rs. 100 maximum upto Rs. 5 Lakh For continuing default: Further penalty of Rs. 1000 per day subject to maximum Rs. 10 Lakh.

6. How annual return is filed?

Annual return MGT 7 is an Eform which is filed online with Registrar of Companies at www.mcagov.in

7. Who will sign Annual Return?

• Company having Company Secretary: Director & Company Secretary • Company not having Company Secretary: Director & company secretary in practice

8. What is MGT 8?

As per section 92(2) of the Act, below given Companies are required to attach to their Annual Return, a certificate from a Company Secretary in Practice regarding Compliance of the Company. 1. All Listed Companies 2. Company having paid-up share capital of ten crore rupees 3. Company having turnover of fifty crore rupees or more

9. What are the content of MGT 8?

Format of Certification will be in Form of MGT 8 which includes certification on compliances like: 1. Filing of Forms and Return within prescribed time limit. 2. Maintenance of registers/records & making entries therein within the time prescribed 3. Appointment/resignation of Director, KMP, Auditor 4. Loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act 5. Alteration of the provisions of the Memorandum and/ or Articles of Association of the Company etc.

10. When to submit MGT 7?

• If Annual General Meeting of Company held:

Annual Return to be filed within 60 days from the date on which Annual General Meeting was held

• If Annual General Meeting of Company NOT held in any year:

Annual Return to be filed within 60 days from the date on which Annual General Meeting should have held and annual return should be filed with reason for not holding Annual General Meeting

11. What is the Penalty for Non Submission of Annual Return?

As per section 92(5) of the Act, penalty will be imposed as below: • Company & its Officer in Default: Penalty of Rs. 50,000 • For continuing default: Further penalty of Rs. 100 per day subject to maximum Rs. 5 Lakh.