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Corporate-Digest-magazine-september 2017 by venture care

PROJECT REPORT – AN X-RAY REPORT WITH PRESCRIBED MEDICINE FOR BUSINESS

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Corporate-Digest-magazine-september 2017 by venture care

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  1. September 2017 INR 150/- Venture Care D i g e s t MAGAZINE MAGAZINE Compliance Special Issue Compliance Special Issue Strategy | Finance | Digital | Legal www.venture-care.com

  2. Index Index Index Editorial 3 Special Story PROJECT REPORT – AN X-RAY REPORT WITH PRESCRIBED MEDICINE FOR BUSINESS 4 Legal & Compliance 4 7 GUIDE TO SHUT DOWN A OPC 10 HOW ANNUAL FILINGS WITH ROC HELPS IN CREATING GOOD CORPORATE IMAGE ANNUAL COMPLIANCE FOR OPC 13 ANNUAL COMPLIANCE FOR PRIVATE COMPANY OTHER THAN SMALL COMPANY 17 24 ANNUAL COMPLIANCE FOR SMALL COMPANY 28 ANNUAL COMPLIANCE FOR Public Limited Company 34 ANNUAL COMPLIANCE FOR LISTED COMPANY. 40 ANNUAL COMPLIANCE FOR LIMITED LIABILITY PARTNERSHIP FIRM (LLP) 43 ANNUAL COMPLIANCE FOR NIDHI COMPANY (LLP) 45 FEMA / RBI Compliances ANNUAL COMPLIANCE OF BRANCH OFFICE 47 2 www.Venture-Care.com/Magazine September 2017

  3. Dear readers, September 2017 issue of the e-magazine focuses on compliances required by the different legal en??es. The issue guides you on shu?ng down the OPC (one Person Company) as per new rules made by MCA. A company can be closed by winding up of OPC or Compulsory Winding up (by tribunal)/Voluntary Winding up (By Promoter) and Closure of company as defunct. Doing business and le?ng it grow is good but making and maintaining corporate image is desired and required. The issue discusses the various dimensions including different forms and applicable acts along with penal?es for “private limited company other than small company”, “One Person Company”, “Small Company”, “Public Limited company”, “Listed Company”, “LLP” and “Nidhi Company”. Prashant Kumar Prashant Kumar Director Of course India is a big market and foreign companies would like to do business here and set up an office. BRANCH office (BO) is setup by a foreign company in India to carry out the BRANCH ac?vity for its business. Sec?on 2(42) of the Companies Act, 2013, defines a foreign company as a company or a body corporate incorporated outside India and which has a place of business whether by itself or through an agent, in this country. This defini?on includes a Branch Office; all the provisions of the Act applying to the company will also apply to the branch office. For establishment of Branch office of a foreign Company in India, we have to follow provisions of two Act- Companies Act 2013 and RBI Act. A project report is a complete outline for star?ng a new business. It discusses right from feasibility to the end of the business cycle. September issue discusses what all things should be included in a sound project report. Happy Reading... 3 www.Venture-Care.com/Magazine September 2017

  4. Special Story PROJECT REPORT – AN X-RAY REPORT WITH PRESCRIBED MEDICINE FOR BUSINESS A project report is a complete outline for starting a new business. It discusses right from feasibility to the end of the business cycle. 4 www.Venture-Care.com/Magazine September 2017

  5. Special Story A project report shall be effec?ve only if it covers all the dimensions of the business; for example past experience, present status, problems and future prospects of the industry. It must give informa?on about the product to be manufactured and the reasons for selec?ng the product if the proposed business is a manufacturing unit. It must spell out the demand for the product in the local, na?onal and the global market. It should give informa?on on capital, opera?ons, methods of func?oning and execu?on of the business etc. The reader should have NO or Very less scope of raising ques?ons to the business promoters. Let us discuss in detail that the contents included in the project report are how important. Feasibility Study includes the following: 1. Product informa?on- whether the product chosen for manufacturing is already tested or it is altogether new product. 2. Life of the product- what is the average durability of the product. 3. Demand size- if similar products are already in the market then what is the market demand size of the product. 4. Industry trend- If the chosen product is already tested then es?ma?ng the future industry trend is easier. But in the case of the new product, the future industry trend can be based on observing the shi? in needs, purchasing habits or demographic shi? in the popula?on. 5. Business Model- It's very key components are Revenue Model and Ini?al target market. Revenue model should give a fair idea of “From Where sound and consistent revenue can be generated and How”. Ini?al target market says “Who are the customers, How their needs can be fulfilled”. Others are Packaging of product and service, Making assured the customers, Right distribu?on channel and other supports, Limited launch, Collec?ng feedback, Customer rela?on 6. Business Plan- (What for the future)- the Business plan is very essen?al from company's future point of view. It should be unbiased, dynamic, well communicated to the managers etc. 7. Important factors affec?ng the industry are- Chances of further new entrants, the intensity of compe??ons, availability of raw material as and when required, quality of distribu?on channel. 8. SWOT analysis (Strength, Weakness, Opportunity, Threat):- Strengths and weaknesses are considered from the company's angle and opportunity and threat are considered from industry's angle. The importance of SWOT analysis can be understood from the below table: 1 General/Organiza?onal informa?on- It is a kind of brief synopsis of the project report. It gives informa?on on the industry in which project/business belongs to. It is important because it gives first look idea to the user that whether the proposed project seems interes?ng. It also says that why a par?cular project has been chosen. The organiza?onal informa?on provides informa?on about internal to the organiza?on such as legal status, the loca?on of the plant, key decision makers, their names, age, addresses, qualifica?on, experience, skill set and informa?on on execu?on team. Purpose of the project report- 2 The general and very common purpose of preparing a project report is to present the investors or banks' funding. It should men?on clearly the exact purpose if any also. Project descrip?on- 3 It is a 2 important stage of project report. It is important because it does not only provide informa?on about the project but also analyze the project on “strength & weakness” parameters. Strengths of a project could be: 1. Strong decision-making team 2. Leadership ability 3. Visionary capability of management 4. Commi?ed team for execu?on 5. Sound business model and business plan, etc The absence of all these above can be a weakness of the project. nd Feasibility study- It is a study of the project from different angles. The inclusion of feasibility study in the project report is very much required. 4 5 www.Venture-Care.com/Magazine September 2017

  6. Industry's Optimum result Company's Opportunity Strengths Aggressive Strengths Threats Combination works as shield Weaknesses Opportunity No optimum result until weaknesses are converted into strengths Weaknesses Threat Very poor situation and company may have to leave the operation Limita?ons of this model · Expected future cash flows are prone to change due to various factors such as compe?tors' strategy, technological changes, brand dilu?on, change in management strategy etc. · How to fix up the discount rate? It is also subject to change over years. Also, there are many factors which affect the discount rate and these factors are unpredictable. Rela?ve valua?on model: This model is used to value a business in rela?on to similar business. Earnings and/or cash flows of the business undervalua?on is compared with those of the similar business and with the help of the given price of the similar business, a price of the business undervalua?on is es?mated. The limita?on is that: · Whether the similar business operates in the same products, markets · Whether the similar business uses the same technology · Whether the similar business is as old as this business · Whether price/value of the chosen similar business is unbiased etc. The last popular model is Earning Capitaliza?on model: Under this method, Equity earning is capitalized at a certain rate. This model assumes that the present earning shall remain fixed forever. Limita?ons: · This model does not consider growth in the business. The rate at which earning is capitalized is prone to change 9. Valua?on Finally, Valua?on is most important part of the project report. It includes: 1. Es?ma?on of project life 2. Sales Projec?ons 3. Es?ma?on of cost Opera?ng costs mainly include: · Raw material cost · Payment towards workers, watchman and supervisors and others · Electricity cost 1. Variance in sales and cost- it is important for the purpose of sensi?vity analysis. 2. Es?ma?on of Cost of capital of the business 3. Use of valua?on methods: it is important because the valua?on method chosen shall give op?mum valua?on result. Generally, there are three popular valua?on models: 1. Discounted Cash flow (DCF) model 2. Rela?ve valua?on model 3. Earning Capitaliza?on model DCF model. For raising equity or other finance from any other sources, values use this model. Valuer heavily relies upon the expected future cash flows as communicated by the management. But the values should reduce the future expected cash flows because the management may be biased (it has to raise funds). These cash flows are es?mated for a certain ?me period, say 3-5 years. A?er that, these cash flows are discounted at a well-es?mated discount rate. 6 www.Venture-Care.com/Magazine September 2017

  7. GUIDE TO SHUT DOWN GUIDE TO SHUT DOWN A OPC A OPC A business may need to be closed for many reasons that may be due to business failure or any other context or circumstance. As per the new rules by... 7 www.Venture-Care.com/Magazine September 2017

  8. The Following Procedures need to be followed for winning of an OPC by Tribunal: A business may need to be closed for many reasons that may be due to business failure or any other context or circumstance. As per the new rules by MCA (Ministry of Corporate Affairs) for the closure of the company. · Passing a resolu?on with the support of 2/3 in the value of the creditors of the OPC, for voluntary winding up of the company. · Within 10 days of its approval from the creditors, the no?ce of this board resolu?on is to be submi?ed to the relevant ROC. A declara?on sta?ng that the OPC has no debts, or if any, they will be cleared through the sales of its assets within one year. · If the OPC has been inac?ve for one year a?er its incorpora?on, then the form FTE is to be filled with ROC within 30 days from the date of signing of closing OPC. · The resolu?on for winding up is also to be adver?sed in the Official Gaze?e and also in a widely circulated newspaper in the district where head office or registered office of the closing OPC is situated. · Appointment of a registered liquidator for processing of the necessary tasks associated with the winding up of the OPC. The liquidator is required to maintain and · Submit all requisite reports and accounts to the tribunal and also to the registrar. · Submission of the statement of accounts, statement of assets and liabili?es, Indemnity Bond, etc. · If sa?sfied, the Tribunal and the Registrar will pass the winding up and declare the OPC as closed. Note: If you have any query please comment in the comment box below or Talk with a Company Secretary rd A company can be closed in the following ways- 1. Winding up of OPC · Compulsory Winding up (by tribunal) · Voluntary Winding up (By Promoter) 2. Closure of company as defunct The above op?ons are explained below for a clear understanding of its applicability as per the situa?on:- 1.Winding Up of an OPC by Company Law Tribunal An OPC registered in India with MCA (Ministry of Corporate Affairs) can be closed voluntarily but a?er two years from the date of incorpora?on of the company. No OPC is allowed to \wind up its business before the expira?on of the period of two years except in a case when a company crosses the threshold limit. A one person Company can be wind up before the expira?on of two years if the tribunal is in opinion to close the company and pass an order for the same. Key Reason for closing One Person Company by The Tribunal: 1. If One Person Company crosses the threshold limit which is exceeding paid up share capital of Rs.50 lakhs or average annual turnover of Rs.2 crores. 2. If the company is unable to pay debts. 3. If tribunal passes the order to wind up the company. 4. If a company if not complying with the annual compliances. 8 www.Venture-Care.com/Magazine September 2017

  9. 2. Closure of Company as Defunct The company can be shut by announcing it as a defunct company and then striking off the name of the company from the ROC. This can be done by filing the applica?on. The procedure is same as the followed while incorpora?ng the company. Before announcing the company as defunct, the company must have completed at least one year. The procedure of Closing One Person Company as a Defunct: · A board mee?ng needs to be held and a board resolu?on with the majority for declaring the company as defunct has to be passed. · A declara?on men?oning that the company is free of debts or is able to pay the debts if any needs to be done by the majority of directors. · A declara?on that the liability, if any, will be met by applicants; duly signed by the directors of the company on an indemnity bond should be filed. · Submit all the required account statements and other documents providing the true and fair view of the company with the Registrar. · The registrar will pass an order to shut the company if he is sa?sfied. Key Reason for closing One Person Company as a Defunct: 1. If the company itself wants to close. 2. If a company is not in opera?on for the period of one year. 3. If a company is not even complying with the law. 9 www.Venture-Care.com/Magazine September 2017

  10. HOW ANNUAL FILINGS WITH HELPS IN CREATING ROC HOW ANNUAL FILINGS WITH ROC HELPS IN CREATING GOOD CORPORATE IMAGE GOOD CORPORATE IMAGE The success of any business pre?y much depends on its public image. When a company starts facing several court cases, the general public will lose their trust in the... 10 www.Venture-Care.com/Magazine September 2017

  11. The E-forms needed to be filed with ROC every year AOC – 4: Purpose 1. Financials of the company including Balance sheet, Profit and loss account, Cash flow statement, its respec?ve schedules 2. Auditor's Report – It is the view of Statutory Auditor on financial posi?on of the company and its affairs. 3. Accoun?ng Policies – These are accoun?ng treatment given by the company while preparing accounts and financial statements 4. Notes to accounts – These are other financial disclosures required to be given by Company which are not separately reflected in balance sheet and profit and loss account and it's scheduled 5. Directors Report – It is the Directors Explana?on about company's affairs on various ma?ers affec?ng shareholders interest along with replies to qualifica?ons raised by the Statutory Auditor in its Report MGT – 7: Purpose The success of any business pre?y much depends on its public image. When a company starts facing several court cases, the general public will lose their trust in the company and sales in products and services will eventually drop. Compliance will ensure that a company can uphold a posi?ve image and build consumer trust. This also helps build consumer loyalty, since customers are more likely going to return to a service or product from a company they iden?fy as trustworthy. This also helps a business with sponsors, adver?sers, and government requirements. A business that fulfills annual filing compliance through successful corporate compliance management generally gets signed quickly and easily whenever needed. In this ar?cle, am going to list out the important filings a company must comply with ROC. Companies Registered in India are required to give various disclosures, in?ma?ons and filing of various documents with various government authori?es annually. These annual compliance are required to be done by companies whether it is doing business or not or even if not doing any internal transac?on. Annual filing with the Registrar of Annual filing with the Registrar of Companies Companies Any Company incorporated in India whether it is a subsidiary of the foreign company, joint venture en?ty and others, under the Companies Act are required to file the few Forms in electronic form with the concerned Registrar of Companies (RoC). To disclose Registrar of Companies following informa?on 1. List of Directors including execu?ve and nonexecu?ve 2. List of Shareholders 3. Change in Directors during the financial year 4. Change in Shareholders during the financial year 5. Dates of Mee?ngs of Board, Commi?ees and Shareholders held during the year 6. Total share capital Authorized, Issued, Subscribed, called up and Paid up 7. Total amount of Debentures, Deposits, Loans, secured or unsecured as on financial year end date ADT – 1 Purpose For In?ma?on of Appointment of Statutory Auditor to RoC 11 www.Venture-Care.com/Magazine September 2017

  12. Consequences of non-filing of E-Forms: Consequences of non-filing of MGT 7: On Company: not less than Rs.50, 000/- but which may extend to Rs5, 00,000/- On every Director and officer – Imprisonment for a term which may extend to 6 months or Fine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- or with both. On Prac?cing Company Secretary – Penalty which shall not be less than Rs.50, 000/- but which may extend to Rs.5, 00,000/– Addi?onal Fees: It may extent to Twelve ?mes of normal filing fees Consequences of non-filing of AOC – 4: On Company: not less than Rs.50, 000/- but which may extend to Rs 5,00,000/- On Director and every officer – Imprisonment for a term which may extend to One Year or Fine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- or with both. Addi?onal Fees: It may extend to Twelve ?mes of normal filing fees FOR SUCH HELP FROM THE VERY BEST REGARDING YOUR ANNUAL FILLING WITH ROC NEEDS AND NECESSITIES, CONTACT VENTURE CARE . Time Limits for filing E forms: Time Limit Purpose Form Sr.No. Within 15 days of Appointment of Statutory Auditor (Normally AGM) Intimation of Appointment of Statutory Auditor 1 ADT – 1 For filing Financials, Auditors Report and Directors Report with RoC Within 30 Days of Annual General Meeting 2 AOC – 4 For intimating list of directors, shareholders, changes if any Within 60 days of Annual General Meeting 4 MGT – 7 What are the benefits of Annual filing? TIMELY ANNUAL FILLING HELPS IN CREATING GOOD IMAGE IN PUBLIC Benefits with reference to Legal Consequence: · Avoid legal consequences of addi?onal fees, penalty, imprisonment · It serves as a no?ce to public, of any informa?on required to be given by the company under any act · It may serve as a valid proof or evidence in the court of law Benefits with reference to other than legal Consequences: While dra?ing Board's Report, Companies include some addi?onal informa?on in it which may include · Companies add Management Discussion in their board report which serves as a medium of vital informa?on to the public. Company through this, communicates various future plans and running projects, future prospects, strengths of the company, steps taken or to be taken by company to overcome its weaknesses and various other informa?on which creates good image in mind of public, government and regulatory authori?es · Transparency: If a company follow all legal provisions of the Act in an ethical manner, it means it maintains transparency among public and creates an image of ethical company in minds of public, regulatory and government · As these documents are filed with Government authori?es and cer?fied by professionals, it can create more confidence to the public about the Company and helps to establish a good image in the eyes of stakeholders. 12 www.Venture-Care.com/Magazine September 2017

  13. ANNUAL COMPLIANCE ANNUAL COMPLIANCE FOR OPC FOR OPC Mandatory Compliances: GENERAL POST INCORPORATION COMPLIANCES 1. Affix A Board Outside Registered Office: One Person Company (OPC) is new type of business structure in India introduced through Companies Act, 2013. One Person Company means a company which has only one person as a member. OPC is hybrid between Private Limited Company and Proprietorship. One Person Company must be converted into a Private Limited Company if it crosses an annual turnover of Rs.2 crores. In this ar?cle we will try to include all the mandatory compliances that are to be made by every OPC immediately a?er incorpora?on and yearly onward. Every OPC shall affix a board outside the office sta?ng its name and registered office address. 2. Le?er Heads: Le?er heads of OPC with registered office name & address, CIN, Email-ID, Telephone, website (if any), fax etc., shall be printed. 13 www.Venture-Care.com/Magazine September 2017

  14. 9. 1ST Board Mee?ng: In order to sa?sfy the requirement of appoin?ng the 1st Auditor of OPC within 1 month from the registra?on of OPC (as per the requirement of Sec?on 139(6) of the Companies Act, 2013), the Company shall convene its 1st Board Mee?ng within 30 days from the date of incorpora?on to consider the following ma?ers: a. Taking on record the Cer?ficate of Incorpora?on/ maintain the copies of Incorpora?on documents, No?ng of Registered Office address of OPC, b. No?ng of 1st directors, c. Approval of preliminary expenses, d. Approval for opening of a Current Account, e. Appointment of 1st Statutory Auditors, f. Approval of Common Seal. g. Authoriza?on for Statutory registra?ons. h. 3. PAN / TAN : The first requirement a?er the incorpora?on of OPC is applying for a Permanent Account Number (PAN)/ Tax Deduc?on Account Number(TAN). According to amendment made in incorpora?on procedure PAN & TAN is integrated with Incorpora?on through MCA website at ?me of Incorpora?on. So no need to follow separate procedure for PAN and TAN Applica?on. 4. Bank Account: A?er obtaining PAN OPC shall open a Current Account with a bank and the promoters shall contribute the subscrip?on money to the said account. 5. Inward Remi?ances From Non-Residents: In case the subscribers are non-residents, the share subscrip?on money shall come by way of Inward remi?ance. KYC and Inward remi?ance repor?ng is to be done within 30 days with the Authorized Dealer Bank. The AD Bank shall issue UIN no. Now, all these filings have to be done online. The link for the website has been provided below: Ebiz Indias G2B portal- advance foreign remi?ance 6. Issue Of Share Cer?ficates: OPC shall issue Share Cer?ficates to the subscribers of Memorandum within 60 days from the date of company incorpora?on. Please ensure that Share subscrip?on money is received before issuing Share cer?ficates through proper banking channel. 7. FC-GPR (in case of Non-residents): Form FC-GPR is to be filed within 30 days of allotment (issue of share cer?ficates in this case) with the AD bank. This filing is done online now. The link for the website has been provided below: 10. Appointment of first Auditor of OPC within 30 days of Incorpora?on: Sec?on 139 (6) of the Companies Act, 2013 requires OPC to appoint its Auditor within 30 days from its Incorpora?on. Auditor will be appointed for 1 year ?ll the conclusion of first AGM. 11. 1ST Annual General Mee?ng: A newly incorporated Company is required to hold its first Annual General Mee?ng within the period of 9 months from closing of its first financial year.In case of one Person Company, there is only one member, so holding of Annual general mee?ng is not required and only ordinary resolu?on is to be passed in annual general mee?ng. 12. Service Tax/ VAT/ IEC Registra?ons: All the statutory registra?ons like Service Tax, VAT, IEC (Import Export Code) etc. may be applied for, depending on the type of the Company. Ebiz Indias G2B portal- FC-GPR 8. Stamp Duty: Stamp Duty is to be paid within 30 days of Issue of Share Cer?ficates. Stamp Duty varies from State to State and is therefore determined by the place (state) in which the registered office of OPC is situated. 14 www.Venture-Care.com/Magazine September 2017

  15. 13. Provident Fund: A company employing more than 20 employees is liable to deduct PF contribu?on @ 12% of basic salary & ESIC @ 4.75% of salary(As per the latest no?fica?on, ESIC has raised the threshold wage limit from 15,000 to 21,000). 14. Maintain Statutory Registers, Minute Books: Company shall maintain all the statutory books, registers and minute books as stated in the Companies Act, 2013. Non-maintenance shall a?ract penal provisions. 15. Register Of Members: The name of the subscribers to be entered in the Register of Member with date of incorpora?on of OPC as the date when subscribers are deemed to have become members of OPC. ANNUAL COMPLIANCES 1. Mee?ng of Board of Directors:. It is mandatory for OPC to hold at-least two Board Mee?ngs in a year and there should be minimum gap of 90 days between two board mee?ng (where there are more than two board mee?ngs then ?me gap of 90 days is not required). 2. Annual General Mee?ng: In case of one Person Company, there is only one member, so holding of Annual general mee?ng is not required and only ordinary resolu?on is to be passed in annual general mee?ng. 3. Minutes of proceedings of Mee?ng of Board of Directors, General Mee?ng: It is mandatory for every OPC to cause minutes of the proceedings of every mee?ng of Board of Directors, General mee?ng within 30 days of conclusion of mee?ng concerned. Minutes should be entered in the Minutes Book within thirty days from the date of conclusion of the Mee?ng. Minutes of the Mee?ng of the Board or Commi?ee should be signed and dated by the Chairman of the Mee?ng or the Chairman of next Mee?ng. Minutes of a General Mee?ng should be signed and dated by the Chairman of the mee?ng or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Mee?ng. 4. Filling of Disclosure of interest by Directors& Disclosure regarding Non Disqualifica?on: Director of every OPC are required to give disclosures about their interest in any other business en?ty in first Board Mee?ng in which they par?cipate as a Director and therea?er in First Board Mee?ng of every financial year in FORM MBP-1 to OPC. Every Director of OPC in each Financial Year will file DIR -8(disclosure of non-disqualifica?on) with OPC. 5. Filling of Financial Statements or Financial Results: Every OPC is required to file its Financial Statements within 30 days of its Annual General Mee?ng with Registrar of Company in E-FORMAOC-4 6. Filling of Annual Return: It is mandatory for every company to file its Annual Return with Registrar of Companies within 60 days of Annual General Mee?ng in E-FORM MGT-7. 7. Appointment of Auditor An Auditor will be appointed for term of One year in AGM for next financial year and the company needs to file form ADT -1 within 15 days from AGM date. 8. Maintenance of Statuary Registers: Following registers are required to be maintained by every OPC: 15 www.Venture-Care.com/Magazine September 2017

  16. Non-Compliance If OPC fails to comply with the rules and regula?ons of the Companies Act, then OPC and every officer who is in default shall be punishable with fine for the period for which default con?nues. If there is delay in any filing, then addi?onal fees is required to be paid, which keeps on increasing as the ?me period of non-compliance increases. The Addi?onal Filing fees depends upon two factors namely Normal filing fees and the ?me period delay in filing forms. a. MGT-1: Register of Members b. MGT-2: Register of Debenture Holders c. MGT-3: Foreign register of members, Debenture Holders other security holders or beneficiary residing outside india d. FORM SH-2: Register of renewed and duplicate share cer?ficate e. FORM SH-3: Register of Sweat Equity Shares f. FORM SH-6: Register of Employee Stock Op?ons. g. FORM SH-10: Register of Shares or Securi?es bought back h. FORM CH-7: Register of Charges Period of Delay Additional Fees Upto 30 days 2 times of normal fees > 30 days upto 60 days 4 times of normal fees 6 times of normal fees > 60 days upto 90 days > 90 days upto 180 days 10 times of normal fees More than 180 days 12 times of normal fees 16 www.Venture-Care.com/Magazine September 2017

  17. ANNUAL COMPLIANCE FOR PRIVATE COMPANY OTHER THAN ANNUAL COMPLIANCE FOR PRIVATE COMPANY OTHER THAN SMALL COMPANY SMALL COMPANY Companies incorporated in India are primarily regulated by the recently enacted Companies Act, 2013. The Companies Act, 2013, provides much legal compliance that are to be made by every company like repor?ng of financial results, repor?ng of changes in management, maintenance of statuary registers, audi?ng of accounts etc. In this ar?cle we will try to include all the mandatory compliances that are to be made by every Private Limited Company immediately a?er incorpora?on and yearly onward. 17 www.Venture-Care.com/Magazine September 2017

  18. Mandatory Compliances: GENERAL POST INCORPORATION COMPLIANCES 1. Affix A Board Outside Registered Office: Every Company shall affix a board outside the office sta?ng its name and registered office address 2. Le?er Heads: Le?er heads of the company with registered office name & address, CIN, Email-ID, Telephone, website (if any), fax etc., shall be printed. 3. PAN / TAN: The first requirement a?er the incorpora?on of a company is applying for a Permanent Account Number (PAN)/ Tax Deduc?on Account Number(TAN). According to amendment made in incorpora?on procedure PAN & TAN is integrated with Incorpora?on through MCA website at ?me of Incorpora?on. So no need to follow separate procedure for PAN and TAN Applica?on. 4. Bank Account: A?er obtaining PAN, the company shall open a Current Account with a bank and the promoters shall contribute the subscrip?on money to the said account. 5. Inward Remi?ances From Non-Residents: In case the subscribers are non-residents, the share subscrip?on money shall come by way of Inward remi?ance. KYC and Inward remi?ance repor?ng is to be done within 30 days with the Authorized Dealer Bank. The AD Bank shall issue UIN no. Now, all these filings have to be done online. The link for the website has been provided below: 6. Issue Of Share Cer?ficates: Company shall issue Share Cer?ficates to the subscribers of Memorandum within 60 days from the date of company incorpora?on. Please ensure that Share subscrip?on money is received before issuing Share cer?ficates through proper banking channel. 7. FC-GPR (in case of Non-residents): Form FC-GPR is to be filed within 30 days of allotment (issue of share cer?ficates in this case) with the AD bank. This filing is done online now. The link for the website has been provided below: Ebiz indias G2B portal- Fc-GPR 8. Stamp Duty: Stamp Duty is to be paid within 30 days of Issue of Share Cer?ficates. Stamp Duty varies from State to State and is therefore determined by the place (state) in which the registered office of the Company is situated. 9. 1ST Board Mee?ng: In order to sa?sfy the requirement of appoin?ng the 1st Auditor of the company within 1 month from the registra?on of the company (as per the requirement of Sec?on 139(6) of the Companies Act, 2013), the Company shall convene its 1st Board Mee?ng within 30 days from the date of incorpora?on to consider the following ma?ers: Ebiz indias G2B portal- Advance foreign Remi?ance 18 www.Venture-Care.com/Magazine September 2017

  19. a. Taking on record the Cer?ficate of Incorpora?on/ maintain the copies of Incorpora?on documents, b. No?ng of Registered Office address of the Company, c. No?ng of 1st directors, d. Approval of preliminary expenses, e. Approval for opening of a Current Account, f. Appointment of 1st Statutory Auditors, g. Approval of Common Seal (if any), (use of Common Seal has been made op?onal since 2015). h. Authoriza?on for Statutory registra?ons. 10. Appointment of first Auditor of the company within 30 days of Incorpora?on: Sec?on 139 (6) of the Companies Act, 2013 requires a Private Limited company to appoint its Auditor within 30 days from its Incorpora?on. If Board of directors failed to do so then they shall inform the same to members and members are required to appoint company Auditor within 90 days at an EGM. The Auditor will has to hold office to comple?on of first AGM. The Company need not to file Form ADT-1as these provision are applicable to auditors appointed under Sec?on 139 (1) of the Companies Act, 2013.This mean filing of form ADT-1 is not required for First Auditor under Companies Act, 2013. Auditor will be appointed for 1 year ?ll the conclusion of first AGM except following. a) All Private Limited Companies with Paid-up Share Capital >= Rs. 20 crores, or, b) All Companies with Paid-up Share Capital less than the threshold limit men?oned above, but having public borrowings from financial ins?tu?ons, banks or public deposits >= Rs. 50 crores Will appoint auditor for the 5 (Five) year and form ADT-1 will be filed for 5-year appointment. A?er that every year in AGM shareholder will ra?fy the Auditor but there is no need to file ADT-1 An individual as auditor for more than 1 term of 5 consecu?ve years; and An audit firm as auditor for more than 2 terms of 5 consecu?ve years. 11. 1ST Annual General Mee?ng: A newly incorporated Company is required to hold its first Annual General Mee?ng within the period of 9 months from closing of its first financial year 12. Service Tax/ VAT/ IEC Registra?ons: All the statutory registra?ons like Service Tax, VAT, IEC (Import Export Code) etc. may be applied for, depending on the type of the Company. 13. Provident Fund: A company employing more than 20 employees is liable to deduct PF contribu?on @ 12% of basic salary & ESIC @ 4.75% of salary(As per the latest no?fica?on, ESIC has raised the threshold wage limit from 15,000 to 21,000) 14. Maintain Statutory Registers, Minute Books: Company shall maintain all the statutory books, registers and minute books as stated in the Companies Act, 2013. Non-maintenance shall a?ract penal provisions. 15. Register Of Members: The name of the subscribers to be entered in the Register of Member with date of incorpora?on of the company as the date when subscribers are deemed to have become members of the company. 19 www.Venture-Care.com/Magazine September 2017

  20. ANNUAL COMPLIANCES 1. Mee?ng of Board of Directors: The Company is required to hold 4 mee?ngs in every financial year in such a manner that the gap between 2 Board Mee?ngs should not be more than 120 days. There should be 1 Board Mee?ng in one Quarter. Two directors should be present at the board mee?ng, or if there are more than two directors, 1/3rd of the total directors should a?end the board mee?ngs. 2. Annual General Mee?ng: It is mandatory for every Private Limited Company to hold an AGM in every Calendar Year. Companies are required to hold their AGM within a period of six months, from the date of closing of the Financial Year. Time gap between two AGM should not exceed 15 Months. The AGM should not be held on public holidays. It should be held during business hours and at the registered office of the company, whether it is a city or village. 3. Minutes of proceedings of Mee?ng of Board of Directors, General Mee?ng: It is mandatory for every company to cause minutes of the proceedings of every mee?ng of Board of Directors, General mee?ng within 30 days of conclusion of mee?ng concerned. Minutes should be entered in the Minutes Book within thirty days from the date of conclusion of the Mee?ng. Minutes of the Mee?ng of the Board or Commi?ee should be signed and dated by the Chairman of the Mee?ng or the Chairman of next Mee?ng. Minutes of a General Mee?ng should be signed and dated by the Chairman of the mee?ng or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Mee?ng. 4. Filling of Disclosure of interest by Directors& Disclosure regarding Non Disqualifica?on: Director of every company are required to give disclosures about their interest in any other business en?ty in first Board Mee?ng in which they par?cipate as a Director and therea?er in First Board Mee?ng of every financial year in FORM MBP-1 to the Company. Every Director of the Company in each Financial Year will file DIR -8(disclosure of non-disqualifica?on) with the Company. 5. Filling of Financial Statements or Financial Results: Every Company is required to file its Financial Statements within 30 days of its Annual General Mee?ng with Registrar of Company in E-FORMAOC-4 6. Filling of Annual Return: It is mandatory for every company to file its Annual Return with Registrar of Companies within 60 days of Annual General Mee?ng in E-FORM MGT-7. Annual Return of Private Limited Company whose Paid up share Capital Exceeding 50 lac; or Turnover exceeding 2 Crore has to be sign by Company Secretary in Prac?ce by affixing DSC on E Form MGT -7. 7. Annual Return Cer?fica?on: Annual Return of the Company who's paid up share capital is Rs. 10 Crore or more or turnover of Rs. 50 crore or more shall be cer?fied by a Company Secretary in Prac?ce in form of MGT -8. 8. Appointment of Auditor An Auditor will be appointed for term of One year in AGM for next financial year and the company needs to file form ADT -1 within 15 days from AGM date. Auditor will be appointed for the 5 (Five) year and form ADT-1 will be filed for 5-year appointment. A?er that every year in AGM shareholder will ra?fy the Auditor but there is no need to file ADT-1 20 www.Venture-Care.com/Magazine September 2017

  21. An individual as auditor for more than 1 term of 5 consecu?ve years; and An audit firm as auditor for more than 2 terms of 5 consecu?ve years. The Companies to which the above provision is applicable are: a) All Private Limited Companies with Paid-up Share Capital >= Rs. 20 crores, or, b) All Companies with Paid-up Share Capital less than the threshold limit men?oned above, but having public borrowings from financial ins?tu?ons, banks or public deposits >= Rs. 50 crores 9. Maintenance of Statuary Registers: Following registers are required to be maintained by every company: MGT-1: Register of Members MGT-2: Register of Debenture Holders MGT-3: Foreign register of members, Debenture Holders other security holders or beneficiary residing outside india FORM SH-2: Register of renewed and duplicate share cer?ficate FORM SH-3: Register of Sweat Equity Shares FORM SH-6: Register of Employee Stock Op?ons. FORM SH-10: Register of Shares or Securi?es bought back FORM CH-7: Register of Charges Non-Compliance If there is delay in any filing, then addi?onal fees is required to be paid, which keeps on increasing as the ?me period of non-compliance increases. The Addi?onal Filing fees depends upon two factors namely Normal filing fees and the ?me period delay in filing forms. If a Company fails to comply with the rules and regula?ons of the Companies Act, then the Company and every officer who is in default shall be punishable with fine for the period for which default con?nues. Period of Delay Additional Fees Upto 30 days 2 times of normal fees > 30 days upto 60 days 4 times of normal fees 6 times of normal fees > 60 days upto 90 days > 90 days upto 180 days 10 times of normal fees More than 180 days 12 times of normal fees 21 www.Venture-Care.com/Magazine September 2017

  22. EVENT BASE COMPLIANCES: 1. Establishment of Vigil Mechanism: Following Private Limited Companies shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances- (I) Companies which accept deposits from the public (II) Companies which have borrowed money from Banks and PFI in excess of Rs.50 Crores. Companies which are not required to cons?tute Audit Commi?ee shall nominate a director to play the role of audit commi?ee for the purpose of vigil mechanism to whom other directors and employees may report their concerns. The details of establishment of Vigil mechanism shall be disclosed by the company in the website, if any, and in the Board's Report. 2. Appointment of Internal Auditor: As per sec?on 138 of Companies Act 2013 certain class of companies is required to appoint Internal Auditors. The following class of Private Limited companies shall be required to appoint an internal auditor or a firm of internal auditors, namely:- (I) turnover(income) of 200Cr rupees or more during the preceding financial year; or (II) outstanding loans or borrowings from banks or public financial ins?tu?ons exceeding 100Cr rupees or more at any point of ?me during the preceding financial year; or 3. Corporate Social Responsibility: Corporate Social Responsibility (CSR), a term widely use for defining the responsibili?es of Corporate world towards the society & environment. In order to encourage more en??es to par?cipate in CSR, the Government of India has actually implemented the concept of CSR in the new Companies Act 2013. Sec?on 135 of Companies Act 2013, provides that every specified company shall spend at least 2% of average net profit made during immediate three preceding financial years on CSR on projects and programs specified in Schedule VII of companies act 2013 Eligibility Criteria: Every Company (whether public/private/foreign company) having either of following. I. Net Worth of 500 crore or more, ii. Turnover of 1000 crore or more, iii. Net profit of 5 crore or more, During any financial year shall be required to follow the CSR provisions. Applicability of XBRL Following class of companies shall file their Balance sheet in XBRL format. (I) All companies listed in India and their subsidiaries, including overseas subsidiaries; (ii) All companies having a paid up capital of Rs. 5 Crore and above or a Turnover of Rs 100 crore or above. Provided that company in Banking, Insurance, Power and NBFC need not to file financial Statement in XBRL format 22 www.Venture-Care.com/Magazine September 2017

  23. More Ideas for More Ideas for Your Business Your Business WHAT WE DO It’s not how many ideas you have. It’s how many you make happen. It’s your idea or venturecare’s, We make it happen to Plan, Launch Grow and your business. See how at www.venture-care.com Our Solutions Note: Venture Care is a Brand of S&F Advisory Private Limited. Since 2010, We are helping businesses and enterprises to Plan, start & Grow Business and Close or Exit from a Business. We at Venture Care generate ideas, spark actions and quantify time-bound results by providing tailored, practical and affordable solutions. Venture-Care is dedicated to turning good ideas into measurable change and to guide you to flourish your business aspirations. Strategy | Finance | Digital | Legal Contact Us Head Office (India) Venture Care Ajinkytara, Kalaniketan, Sur. No. 29, Kalanagar Near Rajshri Shahu Bank. Dhankawadi. Pune 43 Branch office (Netherlands) Venture Care JonkerFransstraat 46, 3031 AV Rotterdam, (NL) Phone: +31 614 575 275 www.venture-care.com 020 65363633 ask@venture-care.com

  24. ANNUAL COMPLIANCE FOR ANNUAL COMPLIANCE FOR SMALL COMPANY SMALL COMPANY The concept of “Small Company” has been introduced for the first ?me by the Companies Act, 2013. The Act iden?fies some companies as small companies based on their capital and turnover for the purpose of providing certain relief/exemp?ons to these companies. Most of the exemp?ons provided to a Small Company are same as that provided to a One Person Company. 24 www.Venture-Care.com/Magazine September 2017

  25. SMALL COMPANY: Sec?on 2(85) defines a Small Company as – ''Small Company'' means a company, other than a public company whose Paid-Up Share capital < 50 Lacs AND Turnover < 2crore Provided that nothing in this Sec?on shall apply to— 1. a holding company or a subsidiary company 2. a company registered under Sec?on 8; or 3. a company or body corporate governed by any special Act In this ar?cle we will try to include all the mandatory compliances that are to be made by every Small Company immediately a?er incorpora?on and yearly onward. Mandatory Compliances: GENERAL POST INCORPORATION COMPLIANCES 1. Affix A Board Outside Registered Office: Every Small Company shall affix a board outside the office sta?ng its name and registered office address. 2. Le?er Heads: Le?er heads of Small Company with registered office name & address, CIN, Email-ID, Telephone, website (if any), fax etc., shall be printed. 3. PAN/ TAN: The first requirement a?er the incorpora?on of Small Company is applying for a Permanent Account Number (PAN)/ Tax Deduc?on Account Number(TAN). According to amendment made in incorpora?on procedure PAN & TAN is integrated with Incorpora?on through MCA website at ?me of Incorpora?on. So no need to follow separate procedure for PAN and TAN Applica?on. 4. Bank Account: A?er obtaining PAN Small Company shall open a Current Account with a bank and the promoters shall contribute the subscrip?on money to the said account. 5. Inward Remi?ances From Non-Residents: In case the subscribers are non-residents, the share subscrip?on money shall come by way of Inward remi?ance. KYC and Inward remi?ance repor?ng is to be done within 30 days with the Authorized Dealer Bank. The AD Bank shall issue UIN no. Now, all these filings have to be done online. The link for the website has been provided below: 7. FC-GPR (in case of Non-residents): Form FC-GPR is to be filed within 30 days of allotment (issue of share cer?ficates in this case) with the AD bank. This filing is done online now. The link for the website has been provided below: Ebiz indias G2B portal- Fc-GPR 8. Stamp Duty: Stamp Duty is to be paid within 30 days of Issue of Share Cer?ficates. Stamp Duty varies from State to State and is therefore determined by the place (state) in which the registered office of the Small Companies is situated. 9. 1ST Board Mee?ng: In order to sa?sfy the requirement of appoin?ng the 1st Auditor of the company within 1 month from the registra?on of the small company (as per the requirement of Sec?on 139(6) of the Companies Act, 2013), the Company shall convene its 1st Board Mee?ng within 30 days from the date of incorpora?on to consider the following ma?ers: a. Taking on record the Cer?ficate of Incorpora?on/ maintain the copies of Incorpora?on documents, b. No?ng of Registered Office address of the Company, c. No?ng of 1st directors, d. Approval of preliminary expenses, e. Approval for opening of a Current Account, f. Appointment of 1st Statutory Auditors, g. Approval of Common Seal. h. Authoriza?on for Statutory registra?ons. Ebiz indias G2B portal- Advance foreign Remi?ance 6. Issue Of Share Cer?ficates: Small company shall issue Share Cer?ficates to the subscribers of Memorandum within 60 days from the date of company incorpora?on. Please ensure that Share subscrip?on money is received before issuing Share cer?ficates through proper banking channel. 25 www.Venture-Care.com/Magazine September 2017

  26. ANNUAL COMPLIANCES 1. Mee?ng of Board of Directors: It is mandatory for Board Mee?ngs in a year and there should be minimum gap of 90 days between two board mee?ng (where there are more than two board mee?ngs then ?me gap of 90 days is not required). 2. Annual General Mee?ng: It is mandatory for every Small Company to hold an AGM in every Calendar Year. Companies are required to hold their AGM within a period of six months, from the date of closing of the Financial Year. Time gap between two AGM should not exceed 15 Months. The AGM should not be held on public holidays. It should be held during business hours and at the registered office of the company, whether it is a city or village. 3. Minutes of proceedings of Mee?ng of Board of Directors, General Mee?ng: It is mandatory for every minutes of the proceedings of every mee?ng of Board of Directors, General mee?ng within 30 days of conclusion of mee?ng concerned. Minutes should be entered in the Minutes Book within thirty days from the date of conclusion of the Mee?ng. Minutes of the Mee?ng of the Board or Commi?ee should be signed and dated by the Chairman of the Mee?ng or the Chairman of next Mee?ng. Minutes of a General Mee?ng should be signed and dated by the Chairman of the mee?ng or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Mee?ng. 10. Appointment of first Auditor of Small Company within 30 days of Incorpora?on: Sec?on 139 (6) of the Companies Act, 2013 requires Small Company to appoint its Auditor within 30 days from its Incorpora?on. Auditor will be appointed for 1 year ?ll the conclusion of first AGM. 11. 1ST Annual General Mee?ng: A newly incorporated Small Company is required to hold its first Annual General Mee?ng within the period of 9 months from closing of its first financial year. 12. Service Tax/ VAT/ IEC Registra?ons: All the statutory registra?ons like Service Tax, VAT, IEC (Import Export Code) etc. may be applied for, depending on the type of the Small Company. 13. Provident Fund: A Small company employing more than 20 employees is liable to deduct PF contribu?on @ 12% of basic salary & ESIC @ 4.75% of salary(As per the latest no?fica?on, ESIC has raised the threshold wage limit from 15,000 to 21,000). 14. Maintain Statutory Registers, Minute Books: A small Company shall maintain all the statutory books, registers and minute books as stated in the Companies Act, 2013. Non-maintenance shall a?ract penal provisions. 15. Register Of Members: The name of the subscribers to be entered in the Register of Member with date of incorpora?on of Small Companyas the date when subscribers are deemed to have become members of Small Company. Small Company to hold at-least two Small Company to cause 26 www.Venture-Care.com/Magazine September 2017

  27. 4. Filling of Disclosure of interest by Directors& Disclosure regarding Non Disqualifica?on: Director of every Small Company disclosures about their interest in any other business en?ty in first Board Mee?ng in which they par?cipate as a Director and therea?er in First Board Mee?ng of every financial year in FORM MBP-1 to Every Director of Small Company will file DIR -8(disclosure of non-disqualifica?on) with Small Company. 5. Filling of Financial Statements or Financial Results: Every Small Company is required to file its Financial Statements within 30 days of its Annual General Mee?ng with Registrar of Company in E-FORMAOC-4 6. Filling of Annual Return: It is mandatory for every company to file its Annual Return with Registrar of Companies within 60 days of Annual General Mee?ng in E-FORM MGT-7. 7. Appointment of Auditor An Auditor will be appointed for term of One year in AGM for next financial year and the small company needs to file form ADT -1 within 15 days from AGM date. 8. Maintenance of Statuary Registers: Following registers are required to be maintained by every Small Company: MGT-1: Register of Members MGT-2: Register of Debenture Holders MGT-3: Foreign register of members, Debenture Holders other security Holders or beneficiary residing outside India. FORM SH-2: Register of renewed and duplicate share cer?ficate FORM SH-3: Register of Sweat Equity Shares FORM SH-6: Register of Employee Stock Op?ons. FORM SH-10: Register of Shares or Securi?es bought back FORM CH-7: Register of Charges Non-Compliance If fails to comply with the rules and Small Company regula?ons of the Companies Act, then every officer who is in default shall be punishable with fine for the period for which default con?nues. If there is delay in any filing, then addi?onal fees is required to be paid, which keeps on increasing as the ?me period of non-compliance increases. The Addi?onal Filing fees depends upon two factors namely Normal filing fees and the ?me period delay in filing forms. are required to give Small Company in each Financial Year . Small Company and Period of Delay Additional Fees Upto 30 days 2 times of normal fees > 30 days upto 60 days 4 times of normal fees 6 times of normal fees > 60 days upto 90 days > 90 days upto 180 days 10 times of normal fees More than 180 days 12 times of normal fees 27 www.Venture-Care.com/Magazine September 2017

  28. ANNUAL COMPLIANCE FOR ANNUAL COMPLIANCE FOR Public Limited Company Public Limited Company Companies incorporated in India are primarily regulated by the recently enacted Companies Act, The Companies Act, 2013, provides much legal compliance that are to be made by 2013. every Public company like repor?ng of financial results, repor?ng of changes in management, maintenance of statuary registers, audi?ng of accounts etc. 28 www.Venture-Care.com/Magazine September 2017

  29. In this ar?cle we will try to include all the mandatory compliances that are to be made by every Public Limited Companyimmediately a?er incorpora?on and yearly onward. 7. FC-GPR (in case of Non-residents): Form FC-GPR is to be filed within 30 days of allotment (issue of share cer?ficates in this case) with the AD bank. This filing is done online now. The link for the website has been provided below: Ebiz indias G2B portal- Fc-GPR 8. Stamp Duty: Stamp Duty is to be paid within 30 days of Issue of Share Cer?ficates. Stamp Duty varies from State to State and is therefore determined by the place (state) in which the registered office of the Small Companies is situated. 9. 1ST Board Mee?ng: In order to sa?sfy the requirement of appoin?ng the 1st Auditor of the company within 1 month from the registra?on of the small company (as per the requirement of Sec?on 139(6) of the Companies Act, 2013), the Company shall convene its 1st Board Mee?ng within 30 days from the date of incorpora?on to consider the following ma?ers: a. Taking on record the Cer?ficate of Incorpora?on/ maintain the copies of Incorpora?on documents, b. No?ng of Registered Office address of the Company, c. No?ng of 1st directors, d. Approval of preliminary expenses, e. Approval for opening of a Current Account, f. Appointment of 1st Statutory Auditors, g. Approval of Common Seal (if any), (use common seal has been made op?onal since 2015). h. Authoriza?on for Statutory registra?ons. Mandatory Compliances: GENERAL POST INCORPORATION COMPLIANCES 1. Affix A Board Outside Registered Office: Every a shall affix a board outside the office sta?ng its name and registered office address. 2. Le?er Heads: Le?er heads of a Company with registered office name & address, CIN, Email-ID, Telephone, website (if any), fax etc., shall be printed. 3. PAN/ TAN: The first requirement a?er the incorpora?on of a Company is applying for a Permanent Account Number (PAN)/ Tax Deduc?on Account Number(TAN). According to amendment made in incorpora?on procedure PAN & TAN is integrated with Incorpora?on through MCA website at ?me of Incorpora?on. So no need to follow separate procedure for PAN and TAN Applica?on. 4. Bank Account: A?er obtaining PAN a Company shall open a Current Account with a bank and the promoters shall contribute the subscrip?on money to the said account. 5. Inward Remi?ances From Non-Residents: In case the subscribers are non-residents, the share subscrip?on money shall come by way of Inward remi?ance. KYC and Inward remi?ance repor?ng is to be done within 30 days with the Authorized Dealer Bank. The AD Bank shall issue UIN no. Now, all these filings have to be done online. The link for the website has been provided below: 10. Appointment of first Auditor of Small Company within 30 days of Incorpora?on: Sec?on 139 (6) of the Companies Act, 2013 requires a Company to appoint its Auditor within 30 days from its Incorpora?on. Ebiz indias G2B portal- Advance foreign Remi?ance 6. Issue Of Share Cer?ficates: company shall issue Share Cer?ficates to the subscribers of Memorandum within 60 days from the date of company incorpora?on. Please ensure that Share subscrip?on money is received before issuing Share cer?ficates through proper banking channel. 29 www.Venture-Care.com/Magazine September 2017

  30. 12. Service Tax/ VAT/ IEC Registra?ons: All the statutory registra?ons like Service Tax, VAT, IEC (Import Export Code) etc. may be applied for, depending on the type of the Company. 13. Provident Fund: A company employing more than 20 employees is liable to deduct PF contribu?on @ 12% of basic salary & ESIC @ 4.75% of salary(As per the latest no?fica?on, ESIC has raised the threshold wage limit from 15,000 to 21,000). 14. Maintain Statutory Registers, Minute Books: A Company shall maintain all the statutory books, registers and minute books as stated in the Companies Act, 2013. Non-maintenance shall a?ract penal provisions. 15. Register Of Members: The name of the subscribers to be entered in the Register of Member with date of incorpora?on of a Company the date when subscribers are deemed to have become members of the Company. ANNUAL COMPLIANCES 1. Mee?ng of Board of Directors: The Company is required to hold 4 mee?ngs in every financial year in such a manner that the gap between 2 Board Mee?ngs should not be more than 120 days. There should be 1 Board Mee?ng in one Quarter. Two directors should be present at the board mee?ng, or if there are more than two directors, 1/3rd of the total directors should a?end the board mee?ngs. 2. Annual General Mee?ng: It is mandatory for every Company to hold an AGM in every Calendar Year. Companies are required to hold their AGM within a period of six months, from the date of closing of the Financial Year.Time gap between two AGM should not exceed 15 Months. The AGM should not be held on public holidays. It should be held during business hours and at the registered office of the company, whether it is a city or village. 3. Minutes of proceedings of Mee?ng of Board of Directors, General Mee?ng: It is mandatory for every company to cause minutes of the proceedings of every mee?ng of Board of Directors, General mee?ng within 30 days of conclusion of mee?ng concerned. Minutes should be entered in the Minutes Book within thirty days from the date of conclusion of the Mee?ng. Minutes of the Mee?ng of the Board or Commi?ee should be signed and dated by the Chairman of the Mee?ng or the Chairman of next Mee?ng. Minutes of a General Mee?ng should be signed and dated by the Chairman of the mee?ng or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Mee?ng. If Board of directors failed to do so then they shall inform the same to members and members are required to appoint company Auditor within 90 days at an EGM. The Auditor will have to hold office to comple?on of first AGM. The Company need not to file Form ADT-1 as these provision are applicable to auditors appointed under Sec?on 139 (1) of the Companies Act, 2013.This mean filing of form ADT-1 is not required for First Auditor under Companies Act, 2013. Auditor will be appointed for 1 year ?ll the conclusion of first AGM except following. a) All Unlisted Public Companies with Paid-up Share Capital >= Rs. 10 crores, or, b) All Companies with Paid-up Share Capital less than the threshold limit men?oned above, but having public borrowings from financial ins?tu?ons, banks or public deposits >= Rs. 50 crores Will appoint auditor for the 5 (Five) year and form ADT-1 will be filed for 5-year appointment within 15 days of AGM. A?er that every year in AGM shareholder will ra?fy the Auditor but there is no need to file ADT-1 An individual as auditor for more than 1 term of 5 consecu?ve years; and An audit firm as auditor for more than 2 terms of 5 consecu?ve years. 11. 1ST Annual General Mee?ng: A newly incorporated a Company is required to hold its first Annual General Mee?ng within the period of 9 months from closing of its first financial year. 30 www.Venture-Care.com/Magazine September 2017

  31. 4. Filling of Disclosure of interest by Directors& Disclosure regarding Non Disqualifica?on: Director of every company are required to give disclosures about their interest in any other business en?ty in first Board Mee?ng in which they par?cipate as a Director and therea?er in First Board Mee?ng of every financial year in FORM MBP-1 to the Company. Every Director of the Company in each Financial Year will file DIR -8(disclosure of non-disqualifica?on) with the Company. 5. Adop?on of Financials and Director Report: Every Company has to adopt Financial and Director Report of the Company in there Board Mee?ng and has to file E Form MGT-14 along with copy of Board Resolu?on within 30 daysof Board Mee?ng. 6. Filling of Financial Statements or Financial Results: Every Company is required to file its Financial Statements within 30 days of its Annual General Mee?ng with Registrar of Company in E-FORMAOC-4 7. Filling of Annual Return: It is mandatory for every company to file its Annual Return with Registrar of Companies within 60 days of Annual General Mee?ng in E-FORM MGT-7. Annual Return of all Public Limited Company has to be sign by Company Secretary in Prac?ce by affixing DSC on E Form MGT -7. 8. Annual Return Cer?fica?on: Annual Return of every unlisted public company having share capital of Rs. 10 crore or more or turnover of Rs. 50 crore or more has to be cer?fied by Prac?cing Company Secretaries of India in Form no. MGT-8. 10. Maintenance of Statuary Registers: Following registers are required to be maintained by every company: MGT-1: Register of Members MGT-2: Register of Debenture Holders MGT-3: Foreign register of members, Debenture Holders other security Holders or beneficiary residing outside India. FORM SH-2: Register of renewed and duplicate share cer?ficate FORM SH-3: Register of Sweat Equity Shares FORM SH-6: Register of Employee Stock Op?ons. FORM SH-10: Register of Shares or Securi?es bought back FORM CH-7: Register of Charges Non-Compliance If a Company fails to comply with the rules and regula?ons of the Companies Act, then the Company and every officer who is in default shall be punishable with fine for the period for which default con?nues. If there is delay in any filing, then addi?onal fees is required to be paid, which keeps on increasing as the ?me period of non-compliance increases. The Addi?onal Filing fees depends upon two factors namely Normal filing fees and the ?me period delay in filing forms. 9. Appointment of Auditor: An Auditor will be appointed for term of One year in AGM for next financial year and the company needs to file form ADT -1 within 15 days from AGM date. Auditor will be appointed for the 5 (Five) year and form ADT-1 will be filed for 5-year appointment. A?er that every year in AGM shareholder will ra?fy the Auditor but there is no need to file ADT-1 An individual as auditor for more than 1 term of 5 consecu?ve years; and An audit firm as auditor for more than 2 terms of 5 consecu?ve years. The Companies to which the above provision is applicable are: a) All Unlisted Public Companies with Paid-up Share Capital >= Rs. 10 crores, or, b) All Companies with Paid-up Share Capital less than the threshold limit men?oned above, but having public borrowings from financial ins?tu?ons, banks or public deposits >= Rs. 50 crores 31 www.Venture-Care.com/Magazine September 2017

  32. Period of Delay Additional Fees Upto 30 days 2 times of normal fees > 30 days upto 60 days 4 times of normal fees 6 times of normal fees > 60 days upto 90 days > 90 days upto 180 days 10 times of normal fees More than 180 days 12 times of normal fees EVENT BASECOMPLIANCES: 1. Secretarial Audit Report: According to Sec?on 204 (1) of the Companies Act 2013 mandates Secretarial Audit for every public company having a paid-up share capital of 50crore rupees or more; or every public company having a turnover* of 250crore rupees or more. 2. Audit Commi?ee: According to Sec?on 177 of the Companies Act 2013 following Public Limited Companies shall cons?tute Audit Commi?ee. (I) all public companies with a paid up capital of Rs.10 Crores or more; or (ii) all public companies having turnover of Rs.100 Crores or more; or (iii) all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 Crores or more. The paid up share capital or turnover or outstanding loans, or borrowings or debentures or deposits, as the case may be, as exis?ng on the date of last audited Financial Statements shall be taken into account 3. Nomina?on & Remunera?on Commi?ee: According to Sec?on 178 of the Companies Act 2013 following Public Limited Companies shall cons?tute Nomina?on and Remunera?on Commi?ee (I) all public companies with a paid up capital of Rs.10 Crores or more; or (ii) all public companies having turnover of Rs.100 Crores or more; or (iii) all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 Crores or more. The paid up share capital or turnover or outstanding loans, or borrowings or debentures or deposits, as the case may be, as exis?ng on the date of last audited Financial Statements shall be taken into account 4. Appointment of Independent Director: According to Sec?on 149 (6) an independent director in rela?on to a company, means a director other than a managing director or a whole-?me director or a nominee director. The Following Public Limited Companies shall have at least 2 directors as independent directors: (I) all public companies with a paid up capital of Rs.100 Crores or more; or (ii) all public companies having turnover of Rs.300 Crores or more; or (iii) all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.200 Crores or more. 5. Establishment of Vigil Mechanism: Following Public Limited Companies shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances- (I) Companies which accept deposits from the public (ii) Companies which have borrowed money from Banks and PFI in excess of Rs.50 Crores. Companies which are not required to cons?tute Audit Commi?ee shall nominate a director to play the role of audit commi?ee for the purpose of vigil mechanism to whom other directors and employees may report their concerns. The details of establishment of Vigil mechanism shall be disclosed by the company in the website, if any, and in the Board's Report. 32 www.Venture-Care.com/Magazine September 2017

  33. Eligibility Criteria: Every Company (whether public/private/foreign company) having either of following. I. Net Worth of 500 crore or more, ii. Turnover of 1000 crore or more, iii. Net profit of 5 crore or more, During any financial year shall be required to follow the CSR provisions. 9. Appointment of Company Secretary: As per sec?on 203 of Companies Act 2013 every listed Company and every public company having paid up share capital of rupees 5 Cr or more shall have whole-?me Company Secretary in employment. And as per sec?on 203 of Companies Act 2013 above specified company also need to appoint whole-?me-key managerial personnel and as per Sec?on 2(51) of the Companies Act 2013 Company Secretary also covered under the defini?on of Key managerial personnel. 10. Applicability of XBRL Following class of companies shall file their Balance sheet in XBRL format. (I) All companies listed in India and their subsidiaries, including overseas subsidiaries; (ii) All companies having a paid up capital of Rs. 5 Crore and above or a Turnover of Rs 100 crore or above. Provided that company in Banking, Insurance, Power and NBFC need not to file financial Statement in XBRL format. 6. Appointment of Woman Director: As per second Proviso to Sec?on 149(1) the following class of Public companies is required to appoint at least one Woman Director- (I) All Public Companies Having Paid up capital of Rs.100 crores or more; or (ii) All public companies having turnover of Rs.300 Crores or more; or 7. Appointment of Internal Auditor: As per sec?on 138 of Companies Act 2013 certain class of companies is required to appoint Internal Auditors. The following class of Public Limited companies shall be required to appoint an internal auditor or a firm of internal auditors, namely:- (a) paid up share capital of 50Cr rupees or more during the preceding financial year; or (b) turnover(income) of 200Cr rupees or more during the preceding financial year; or (c) outstanding loans or borrowings from banks or public financial ins?tu?ons exceeding 100Cr rupees or more at any point of ?me during the preceding financial year; or (d) outstanding deposits of 25Cr rupees or more at any point of ?me during the preceding financial year; and 8. Corporate Social Responsibility: Corporate Social Responsibility (CSR), a term widely use for defining the responsibili?es of Corporate world towards the society & environment. In order to encourage more en??es to par?cipate in CSR, the Government of India has actually implemented the concept of CSR in the new Companies Act 2013. Sec?on 135 of Companies Act 2013, provides that every specified company shall spend at least 2% of average net profit made during immediate three preceding financial years on CSR on projects and programs specified in Schedule VII of companies act 2013 33 www.Venture-Care.com/Magazine September 2017

  34. ANNUAL COMPLIANCE FOR ANNUAL COMPLIANCE FOR LISTED COMPANY. LISTED COMPANY. Companies incorporated in India are primarily regulated by the recently enacted Companies Act, 2013. The Companies Act, 2013, provides much legal compliance that are to be made by every Listed company like repor?ng of financial results, repor?ng of changes in management, maintenance of statuary registers, audi?ng of accounts etc. In this ar?cle we will try to include all the mandatory ROC compliances that are to be made by every Listed Company immediately a?er incorpora?on and yearly onward. 34 www.Venture-Care.com/Magazine September 2017

  35. Mandatory Compliances: 6. Issue Of Share Cer?ficates: Company shall issue Share Cer?ficates to the subscribers of Memorandum within 60 days from the date of company incorpora?on. Please ensure that Share subscrip?on money is received before issuing Share cer?ficates through proper banking channel. GENERAL POST INCORPORATION COMPLIANCES 1. Affix A Board Outside Registered Office: Every Company shall affix a board outside the office sta?ng its name and registered office address 2. Le?er Heads: Le?er heads of the company with registered office name & address, CIN, Email-ID, Telephone, website (if any), fax etc., shall be printed. 7. FC-GPR (in case of Non-residents): 30 days of allotment (issue of share cer?ficates in this case) with the AD bank. This filing is done online now. The link for the website has been provided below: Ebiz indias G2B portal- Fc-GPR 3. PAN/TAN: The first requirement a?er the incorpora?on of a company is applying for a Permanent Account Number (PAN)/ Tax Deduc?on Account Number(TAN). According to amendment made in incorpora?on procedure PAN & TAN is integrated with Incorpora?on through MCA website at ?me of Incorpora?on. So no need to follow separate procedure for PAN and TAN Applica?on. 4. Bank Account: A?er obtaining PAN, the company shall open a Current Account with a bank and the promoters shall contribute the subscrip?on money to the said account. 5. Inward Remi?ances From Non-Residents: In case the subscribers are non-residents, the share subscrip?on money shall come by way of Inward remi?ance. KYC and Inward remi?ance repor?ng is to be done within 30 days with the Authorized Dealer Bank. The AD Bank shall issue UIN no. Now, all these filings have to be done online. The link for the website has been provided below: Ebiz indias G2B portal- Advance foreign Remi?ance 8. Stamp Duty: Stamp Duty is to be paid within 30 days of Issue of Share Cer?ficates. Stamp Duty varies from State to State and is therefore determined by the place (state) in which the registered office of the Company is situated. 9. 1ST Board Mee?ng: In order to sa?sfy the requirement of appoin?ng the 1st Auditor of the company within 1 month from the registra?on of the company (as per the requirement of Sec?on 139(6) of the Companies Act, 2013), the Company shall convene its 1st Board Mee?ng within 30 days from the date of incorpora?on to consider the following ma?ers: I. Taking on record the Cer?ficate of Incorpora?on/ maintain the copies of Incorpora?on documents, ii. No?ng of Registered Office address of the Company, iii. No?ng of 1st directors, iv. Approval of preliminary expenses, v. Approval for opening of a Current Account, 35 www.Venture-Care.com/Magazine September 2017

  36. vi. Appointment of 1st Statutory Auditors, vii. Approval of Common Seal (if any), (use of Common Seal has been made op?onal since 2015). ix. Authoriza?on for Statutory registra?ons. And other resolu?on as required for listed companies 10. Appointment of first Auditor of the company within 30 days of Incorpora?on: Sec?on 139 (6) of the Companies Act, 2013 requires a company to appoint its Auditor within 30 days from its Incorpora?on. If Board of directors failed to do so then they shall inform the same to members and members are required to appoint company Auditor within 90 days at an EGM. The Auditor will have to hold office to comple?on of first AGM. The Company need not to file Form ADT-1as these provision are applicable to auditors appointed under Sec?on 139 (1) of the Companies Act, 2013.This mean filing of form ADT-1 is not required for First Auditor under Companies Act, 2013. Auditor will be appointed for the 5 (Five) year and form ADT-1 will be filed for 5-year appointment within 15 days of AGM. A?er that every year in AGM shareholder will ra?fy the Auditor but there is no need to file ADT-1 An individual as auditor for more than 1 term of 5 consecu?ve years; and An audit firm as auditor for more than 2 terms of 5 consecu?ve years. ANNUAL COMPLIANCES 1. Mee?ng of Board of Directors: The Company is required to hold 4 mee?ngs in every financial year in such a manner that the gap between 2 Board Mee?ngs should not be more than 120 days. There should be 1 Board Mee?ng in one Quarter. Two directors should be present at the board mee?ng, or if there are more than two directors, 1/3rd of the total directors should a?end the board mee?ngs. Listed Company unaudited accounts needs to approve in Board Mee?ng, which shall held in 45 days from end of each quarter. Last quarter it can be held in 60 days from end of last quarter for approval of Audited accounts. 2. Annual General Mee?ng: It is mandatory for every Company to hold an AGM in every Calendar Year. Companies are required to hold their AGM within a period of six months, from the date of closing of the Financial Year.Time gap between two AGM should not exceed 15 Months. The AGM should not be held on public holidays. It should be held during business hours and at the registered office of the company, whether it is a city or village. 3. Report on AGM: This is the new provision introduced by the Companies Act ,2013, which mandates the report on AGM for all listed public companies. Every listed public company shall prepare in the prescribed manner a report on each AGM including the confirma?on to the effect that the mee?ng was convened, held and conducted as per the provisions of this Act and the rules made there under. The copy of the report shall be filed with the Registrar in EForm No. MGT.15 within 30 days of the conclusion of the annual general mee?ng 11. 1ST Annual General Mee?ng: A newly incorporated Company is required to hold its first Annual General Mee?ng within the period of 9 months from closing of its first financial year. 12. Service Tax/ VAT/ IEC Registra?ons: All the statutory registra?ons like Service Tax, VAT, IEC (Import Export Code) etc. may be applied for, depending on the type of the Company. 13. Provident Fund: A company employing more than 20 employees is liable to deduct PF contribu?on @ 12% of basic salary & ESIC @ 4.75% of salary(As per the latest no?fica?on, ESIC has raised the threshold wage limit from 15,000 to 21,000). 14. Maintain Statutory Registers, Minute Books: Company shall maintain all the statutory books, registers and minute books as stated in the Companies Act, 2013. Non -maintenance shall a?ract penal provisions. 15. Register Of Members: The name of the subscribers to be entered in the Register of Member with date of incorpora?on of the company as the date when subscribers are deemed to have become members of the company. 36 www.Venture-Care.com/Magazine September 2017

  37. 4. Minutes of proceedings of Mee?ng of Board of Directors, General Mee?ng: It is mandatory for every company to cause minutes of the proceedings of every mee?ng of Board of Directors, General mee?ng within 30 days of conclusion of mee?ng concerned. Minutes should be entered in the Minutes Book within thirty days from the date of conclusion of the Mee?ng. Minutes of the Mee?ng of the Board or Commi?ee should be signed and dated by the Chairman of the Mee?ng or the Chairman of next Mee?ng. Minutes of a General Mee?ng should be signed and dated by the Chairman of the mee?ng or in the event of death or inability of the Chairman, by any director duly authorized by the Board for the purpose, within thirty days of the General Mee?ng. 5. Filling of Disclosure of interest by Directors& Disclosure regarding Non Disqualifica?on: Director of every company are required to give disclosures about their interest in any other business en?ty in first Board Mee?ng in which they par?cipate as a Director and therea?er in First Board Mee?ng of every financial year in FORM MBP-1 to the Company. Every Director of the Company in each Financial Year will file DIR -8(disclosure of non-disqualifica?on) with the Company. 6. Adop?on of Financials and Director Report: Every Company has to adopt Financial and Director Report of the Company in there Board Mee?ng and has to file E Form MGT-14 along with copy of Board Resolu?on within 30 daysof Board Mee?ng. 7. Filling of Financial Statements or Financial Results: Every Company is required to file its Financial Statements within 30 days of its Annual General Mee?ng with Registrar of Company in E-FORMAOC-4 XBRL 8. Filling of Annual Return: It is mandatory for every company to file its Annual Return with Registrar of Companies within 60 days of Annual General Mee?ng in E-FORM MGT-7. Annual Return of all Listed Company has to be sign by Company Secretary in Prac?ce by affixing DSC on E Form MGT -7. 9. Annual Return Cer?fica?on: Annual Return of every listed company has to be cer?fied by Prac?cing Company Secretaries of India in Form no. MGT-8. 10. Appointment of Auditor: An Auditor will be appointed for term of Five year in AGM and the company needs to file form ADT -1 within 15 days from AGM date. Auditor will be appointed for the 5 (Five) year and form ADT-1 will be filed for 5-year appointment. A?er that every year in AGM shareholder will ra?fy the Auditor but there is no need to file ADT-1 (a) An individual as auditor for more than 1 term of 5 consecu?ve years; and (b) An audit firm as auditor for more than 2 terms of 5 consecu?ve years. 11. Maintenance of Statuary Registers: Following registers are required to be maintained by every company: MGT-1: Register of Members MGT-2: Register of Debenture Holders MGT-3: Foreign register of members, Debenture Holders other security Holders or beneficiary residing outside India. FORM SH-2: Register of renewed and duplicate share cer?ficate FORM SH-3: Register of Sweat Equity Shares FORM SH-6: Register of Employee Stock Op?ons. FORM SH-10: Register of Shares or Securi?es bought back FORM CH-7: Register of Charges Non-Compliance If a Company fails to comply with the rules and regula?ons of the Companies Act, then the Company and every officer who is in default shall be punishable with fine for the period for which default con?nues. If there is delay in any filing, then addi?onal fees is required to be paid, which keeps on increasing as the ?me period of non-compliance increases The Addi?onal Filing fees depends upon two factors namely Normal filing fees and the ?me period delay in filing forms. 37 www.Venture-Care.com/Magazine September 2017

  38. Period of Delay Additional Fees Upto 30 days 2 times of normal fees > 30 days upto 60 days 4 times of normal fees 6 times of normal fees > 60 days upto 90 days > 90 days upto 180 days 10 times of normal fees More than 180 days 12 times of normal fees EVENT BASE COMPLIANCES: 1. Secretarial Audit Report: According to Sec?on 204 (1) of the Companies Act 2013 mandates Secretarial Audit for every Listed company. It should form a part of Annual Report of the Company. 2. Audit Commi?ee: According to Sec?on 177 of the Companies Act 2013Every Listed Company shall cons?tute Audit Commi?ee. 3. Nomina?on & Remunera?on Commi?ee: According to Sec?on 178 of the Companies Act 2013every listed Company shall cons?tute Nomina?on and Remunera?on Commi?ee. 4. Stake Holder Rela?onship Commi?ee: A Listed Company is required to cons?tute its Stake Holder Rela?onship Commi?ee. 5. Appointment of Independent Director: According to Sec?on 149 (6) an independent director in rela?on to a company, means a director other than a managing director or a whole-?me director or a nominee director. Every Listed Company shall have at least 1/3 of total number of directors on their Board of Directors as independent directors. 6. Establishment of Vigil Mechanism: All listed Companies shall establish a vigil mechanism for their directors and employees to report their genuine concerns or grievances- The details of establishment of Vigil mechanism shall be disclosed by the company in the website, if any, and in the Board's Report. 7. Appointment of Woman Director: All listed companies are required to appoint at least one Woman Director- 8. Appointment of Internal Auditor: listed companies are required to appoint Internal Auditors. 9. Corporate Social Responsibility: Corporate Social Responsibility (CSR), a term widely use for defining the responsibili?es of Corporate world towards the society & environment. In order to encourage more en??es to par?cipate in CSR, the Government of India has actually implemented the concept of CSR in the new Companies Act 2013. Sec?on 135 of Companies Act 2013, provides that every specified company shall spend at least 2% of average net profit made during immediate three preceding financial years on CSR on projects and programs specified in Schedule VII of companies act 2013 Eligibility Criteria: Every Company (whether public/private/foreign company) having either of following. I. Net Worth of 500 crore or more, ii. Turnover of 1000 crore or more, iii. Net profit of 5 crore or more, During any financial year shall be required to follow the CSR provisions. 38 www.Venture-Care.com/Magazine September 2017

  39. 10. Appointment of Company Secretary: As per sec?on 203 of Companies Act 2013 every listed Company shall have whole-?me Company Secretary in employment. And as per sec?on 203 of Companies Act 2013 above specified company also need to appoint whole-?me- key managerial personnel and as per Sec?on 2(51) of the Companies Act 2013 Company Secretary also covered under the defini?on of Key managerial personnel. 11. Applicability of XBRL Following class of companies shall file their Balance sheet in XBRL format. (I) All companies listed in India and their subsidiaries, including overseas subsidiaries; (ii) All companies having a paid up capital of Rs. 5 Crore and above or a Turnover of Rs 100 crore or above. Provided that company in Banking, Insurance, Power and NBFC need not to file financial Statement in XBRL format. 12. Return for change in Stake of promoter: Listed Company shall file a return with the Registrar with respect to change in the number of shares held by promoters and top ten shareholders of such Company, within fi?een days of such change. 13. Return of Deposit: A Company if accept deposit during the year then it is required to file return of deposits in E Form DPT -3within 30 days of end of financial year. 39 www.Venture-Care.com/Magazine September 2017

  40. ANNUAL COMPLIANCE FOR LIMITED LIABILITY PARTNERSHIP FIRM (LLP) 40 www.Venture-Care.com/Magazine September 2017

  41. A compliance requirements each year. This is extremely low, as compared to the several requirements placed on a private limited company. However, the fines are also larger. In this ar?cle we will try to include all the mandatory compliances that are to be made by every LLP immediately a?er incorpora?on and yearly onward. Mandatory Compliances: GENERAL POST INCORPORATION COMPLIANCES 1. Filing LLP Agreement: Every LLP has to file E Form-3 Filing of LLP agreement within 30 days from date of incorpora?on of LLP. 2. Le?er Heads: Le?er heads of LLP with registered office name & address, LLPIN, Email-ID, Telephone, website (if any), fax etc., shall be printed. 3. PAN/ TAN: The first requirement a?er the incorpora?on of LLP is applying for a Permanent Account Number (PAN)/ Tax Deduc?on Account Number(TAN). 4. Bank Account: A?er obtaining PAN, the LLP shall open a Current Account with a bank and Designated Partners shall contribute the subscrip?on money to the said account. 5. Service Tax/ VAT: All the statutory registra?ons like Service Tax, VAT etc. may be applied for depending on the type of LLP. 6. Provident Fund: A LLP employing more than 20 employees is liable to deduct PF contribu?on @ 12% of basic salary & ESIC @ 4.75% of salary(As per the latest no?fica?on, ESIC has raised the threshold wage limit from 15,000 to 21,000). Limited Liability Partnership (LLP) h as just a couple of ANNUAL COMPLIANCES 1. Filing of Annual Return Every LLP has to file Annual Return with the Registrar of LLP in E Form-11 within 60 days of closure of its financial year. An LLP has to close its financial year on every 31st March. So, the Annual Return is to be filed on or before 30th May every year. This form is a summary of the management affairs of the LLP, such as number of partners and their names. 2. Filling of Annual Accounts –Statement of Accounts & Solvency: Every LLP has to file Annual Accounts to Registrar of LLP in E Form-8within 30 days from the end of 6 months of such financial year. So, the filing of Accounts is to be filed on or before 30th October every year. In case of an LLP whose annual turnover exceeds Rs.40 lakhs or whose contribu?on exceeds Rs.25 lakhs, shall be required to get its accounts audited by a qualified Chartered Accountant. Non-Compliance If a LLP fails to file Annual Return or Annual Accounts within deadline will lead to fine of Rs.100 per day. There is no maximum limit on fine imposed by registrar on LLP on late filing of documents like Private Limited Company. 41 www.Venture-Care.com/Magazine September 2017

  42. Comprehensive Business Care Helping your business to stay compliant. Single package to make your company GET SET GOING Why Choose our Comprehensive Business Care Why Choose our Comprehensive Business Care Venture-Care brings to you Specialized Business Care providing complete accounting, audit, taxation, registrations and annual compliance services. These packages are much more affordable compared to the cost of individual services and the best part is that they provide you peace of mind while running a business. You don't have to worry about “what to do when”. A team of expert CA and CS lead by our senior associate will always be available to handle your assignment, collect documents, punch your accounting entries, contact you for every compliance, generate reports for decision making and assist you in every matter. COMPREHENSIVE SERVICES VALUE ADDED SERVICES REAL TIME ASSISTANCE AFFORDABLE PRICING PROFESSIONAL APPROACH ACCURACY let us help your organization stay compliant and avoid heavy penalties, let us help your organization stay compliant and avoid heavy penalties, Talk with our Expert call : 020 65363633 Talk with our Expert call : 020 65363633 www.venture-care.com/comprehensive-business-care

  43. ANNUAL COMPLIANCE FOR ANNUAL COMPLIANCE FOR NIDHI COMPANY (LLP) NIDHI COMPANY (LLP) Nidhi Company means a company which has been incorporated as a Nidhi with the object of Cul?va?ng the habit of thri? and savings amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit. In this ar?cle we will try to include all the mandatory compliances that are to be made by every Nidhi Company immediately a?er incorpora?on and yearly onward. 43 www.Venture-Care.com/Magazine September 2017

  44. Mandatory Compliances: GENERAL POST INCORPORATION COMPLIANCES Every Nidhi Company has to follow all compliance of Public Limited company except some compliance as state below: Every Nidhi shall, within a period of one year from the commencement of these rules, ensure that it has— Minimum number of members should be 200; Net owned funds shall be Rs.10,00,000/- or more ('Net owned funds' means the aggregate of paid up equity share capital and free reserved as reduced by the accumulated and intangible assets appearing in the last audited balance sheet); Ra?o of net owned funds to deposit shall be not more than 1:20; Unencumbered term deposits of not less than 10% of the outstanding deposits as specified in Rule 14. 3. FORM NDH-3 Every company covered under Rule 2 shall file half yearly return with the registrar in Form NDH-3 along with such fee as provided in Companies (Registra?on Offices and Fees) Rules, 2014 within 30 days from the conclusion of each half year duly cer?fied by a company secretary in prac?ce or chartered accountant in prac?ce or cost accountant in prac?ce. Companies Covered under Rule -2 are following: Every company which had been declared as a Nidhi or Mutual Benefits under Sec?on 620A(1)of Companies Act, 1956; Every company func?oning on the lines of a Nidhi company or Mutual benefit society but has either not applied for or has applied for and is awai?ng no?fica?on to be a Nidhi or Mutual Benefit Society under Sec?on 620A(1)of Companies Act, 1956; Every company incorporated as a Nidhi pursuant to the provisions of Sec?on 406of the Companies Act, 2013. ANNUAL COMPLIANCES 1. FORM NDH-1 Within 90 days from the closure of the first financial year a?er its incorpora?on and where applicable, the second financial year, Nidhi Company shall file a return of statutory compliances in E Form NDH – 1 along with such fee as prescribed with the Registrar duly cer?fied by a Company Secretary in prac?ce or a Chartered Accountant in prac?ce or a Cost Accountant in prac?ce. 2. FORM NDH-2 If the company is not complying with the above it shall within90 days from the close of the first financial year, apply to the Regional Director in Form NDH -2 along with fee for extension of ?me and The Regional Director may consider the applica?on and pass orders within 30 days of the receipt of the applica?on. PENALTY: If a company contravenes any of the provisions of the rules the company and every officer of the company who is in default shall be punishable with fine which may extend to Rs.5,000/- and where the contraven?on is a con?nuing one, with a further fine which may extend to Rs.500/- for every day a?er the first during which the contraven?on con?nues. 44 www.Venture-Care.com/Magazine September 2017

  45. FEMA / RBI Compliances FEMA / RBI Compliances FILING OF FLA RETURN ELIGIBLE COMPANIES TO SUBMIT THE FLA RETURN: The Indian Company which has received Foreign Direct Investment in Indian Company or which have made FDI abroad has to file Return with RBI called FLA returns i.e. Annual Return in foreign liabili?es and assets, by 15 July every year. 'Annual Return on Foreign Liabili?es and Assets' is basically replacement of old FC GPR Part B in order to capture the sta?s?cs rela?ng to Foreign Direct Investment (FDI), both inward and outward in a more comprehensive manner as also to align it with interna?onal best prac?ces. th 45 www.Venture-Care.com/Magazine September 2017

  46. SUBMISSION OF RETURN : RBI has prescribed format of FLA Return as an Excel sheet, which is available on RBI website. You have to download that excel Sheet and fill the details as required and then mail that excel sheet on fla@rbi.org.in It is also informed that these dummy CIN numbers are provided by RBI for filling the excel based FLA return only and not for any other purpose. FILING OF ANNUAL PERFORMANCE REPORT ELIGIBLE COMPANIES TO SUBMIT THE FLA RETURN: An Indian Party which has made an Overseas Direct Investment (ODI) abroad has to submit an Annual Performance Report (APR) in Form ODI Part II to the AD bank by 31 December every year in respect of each Joint Venture (JV) / Wholly Owned Subsidiary (WOS) outside India. It is per?nent to note that FLA Return and APR for ODI are two different returns and the same are required to be submi?ed by an Indian en?ty having ODI. The APR has to submi?ed based on Audited Results of the Company. Penalty: Non-filing of FLA Return and / or APR (as may be applicable) on or before due date will be treated as a viola?on of FEMA and compounding proceedings may be ini?ated for viola?on of FEMA. Hence, these compliances need to be adhered in a ?mely manner. INFORMATION REQUIRED TO BE REPORTED IN FLA RETURN: If the company's accounts are not audited before the due date of submission, i.e. July 15, then the FLA Return should be submi?ed based on unaudited (provisional) account. Once the accounts gets audited and there are revisions from the provisional informa?on submi?ed by the company, they are supposed to submit the revised FLA return based on audited accounts by end – September. If Account Closing Period of the company is different from the reference period, then informa?on should be given for the reference period on internal assessment. PARTNERSHIP FIRM'S FLA RETURN FLA Return is required to be submi?ed by Registered Partnership Firms (Registered under Partnership Registra?on Act) as well, if the Partnership firms, Branches or Trustees have any outward FDI outstanding as on end-March of the repor?ng year, then they are required to send a request mail to get a dummy CIN number which will enable them to file the Excel based FLA Return. If any en?ty has already got the dummy CIN number from the previous survey, they should use the same CIN number in the current survey also. 46 www.Venture-Care.com/Magazine September 2017

  47. ANNUAL COMPLIANCE OF BRANCH OFFICE BRANCH office (BO) is setup by a foreign company in India to carry out the BRANCH ac?vity for its business. Sec?on 2(42) of the Companies Act, 2013, defines a foreign company as a company or a body corporate incorporated outside India and which has a place of business whether by itself or through an agent, in this country. This defini?on includes a Branch Office; all the provisions of the Act applying to the company will also apply to the BO. For Establishment of Branch office of foreign Company in India. We have to follow provisions of two Act: 47 www.Venture-Care.com/Magazine September 2017

  48. 1. RBI Act 2. Companies Act, 2013 2. Filing of Audited Annual Accounts: Every BO shall file its Audited Annual Accounts along with the list of all principal places of business in India established by foreign company with ROC in E Forms No. FC -3 within six month from end of financial year i.e. by th September 30 every year. Under RBI Act ANNUAL COMPLIANCES 1. Filing of Annual Ac?vity Cer?ficate (AAC): Every BO shall file an Annual Ac?vity Cer?ficate (AACs) with RBI from the Auditors, as at end of March 31, along with the audited Balance Sheet on or before September TH 30 of that year, sta?ng that the Branch Office has undertaken only those ac?vi?es permi?ed by Reserve Bank of India. Note: In this ar?cle we will try to include all the mandatory compliances under RBI Act and Companies Act, 2013 that are to be made by every Branch Office in India a?er incorpora?on and yearly onward. Under Companies Act, 2013 GENERAL POST INCORPORATION COMPLIANCES 1. Affix A Board Outside Registered Office: Every Branch Office shall affix a board outside the office sta?ng its name and registered office address. 2. Le?er Heads: Le?er heads of Branch Office with registered office name & address, FCRN, Email-ID, Telephone, website (if any), fax etc., shall be printed. 3. PAN/ TAN: The first requirement a?er the incorpora?on of BO is applying for a Permanent Account Number (PAN)/ Tax Deduc?on Account Number (TAN). 4. Service Tax/ VAT Registra?ons: All the statutory registra?ons like Service Tax, VAT etc. may be applied for, depending on the type of BO. In case the annual accounts of the BO are finalized with reference to a date other than March 31, the AAC along with the audited Balance Sheet may be submi?ed within six months from the due date of the Balance Sheet. 2. Filing of Audited Annual Accounts: Every BO shall file an Audited Annual Accounts of Branch Office with RBI within six month from end of financial year th i.e.by September 30 every year. ANNUAL COMPLIANCES 1. Filling of Annual Return: Every BO has to file its Annual Return with ROC in E Form No. FC -4 within 60 days from closure of financial year i.e. by th May 30 every year. 48 www.Venture-Care.com/Magazine September 2017

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  50. About Venture Care:- Venture Care is India's 1st of its kind online Business Solution Company which helps to Plan, Launch, Manage and Grow Businesses. Find More about us at www.venture-care.com WHAT WE DO Since 2010, Venture Care (a S&F Advisory Brand) is helping businesses and enterprises to Plan a Business, start a business, run a business, Grow a Business and Close or Exit from a Business. We at Venture Care generate ideas, spark actions and quantify time-bound results by providing tailored, practical and affordable solutions for the growth of your company. Venture-Care is dedicated to turning good ideas into measurable change Our team of Chartered Accountants, Business planner, Technocrats, Strategist, Marketers, Senior Bankers, Company Secretaries, Tax Experts and other professionals enables us to help and guide you to flourish your business aspirations. Branch office (Netherlands) Venture Care JonkerFransstraat 46, 3031 AV Rotterdam, (NL) Phone: +31 614 575 275 Head Office (India) Venture Care 17 Ajinkytara, Kalaniketan Society s.no. 29, Kalanagar Near Rajrshi Shahu & Janta Bank. Dhankawadi Pune 43. ask@venture-care.com 020 65363633 www.Venture-Care.com/Magazine

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