Annual Filing of Companies And LLP

1. Annual Filing of Companies And LLP Presented By:- Jitendra Mathur FCS |LLB | M.Com.| B.Com. M/s Jitendra Mathur & Associates Contact No.:- +91-98295-20843 EMail:jitendramathur10@yahoo.com

2. Annual Filing – Important Sections • Section-92:- Annual Return • Section-96:- Annual General Meeting • Section 101:- Notice of AGM • Section-121:- Report on Annual General Meeting • Section 134:- Board’s Report • Section-137:-Financial Statement to be filed with ROC • Section-139:- Appointment of Auditors

3. Annual Filing under Companies Act, 2013 MGT 14 MGT 15 ADT- 1 AOC 4, CFS, XBRL MGT 7 DIR 12

4. Forms of Annual Filing –Version

5. Annual Filing – Other Forms related to Filling • Form MGT-9 : Extract of Annual Return. • Form AOC -1 : Salient Features of FS of Subsidiary Cos. Or Associate Cos. • Form AOC-2 : Related Party Transactions. • Form MR-3 : Secretarial Audit Report in case of Specified Companies. • Annual Report on CSR Activities. • Form MR-1 (Proxy Form)

6. Annual Filing - Documents • Notice of AGM – not less than 21 Clear Days in writing or by electronic mode [S.101] • Route Map of the Venue of the Meeting. (As per the Secretarial Standards issued by ICSI mentioned in section 118(10) of the Companies Act, 2013) • AGM may be held on Shorter Notice with consent of 95% of Members in writing or by electronic mode. • Explanatory Statement for Special Business to be transacted at AGM (Required to disclosure about nature of interest of Directors, KMP and their relatives). [S. 102]

7. Disclosure in Board’s Report • Section 134 (3) : the Board’s Report shall include:- • The Extract of the Annual Return [Form MGT-9]; • Number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director; (As per the Secretarial Standards issued by ICSI mentioned in section 118(10) of the Companies Act, 2013) • Directors’ Responsibility Statement; • Details of Fraud reported by Auditors other than which are reportable to CG. • Statement on declaration given by IDs. • Company’s policy on Directors’ Appointment and Remuneration;

8. Disclosure in Board’s Report • Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made :- • by the Auditors in his report; and • by the PCS in his Secretarial Audit Report; • Particulars of Loans, Guarantees or Investments under Section 186; • Particulars of Contracts or Arrangements with Related Parties referred to in sub-section (1) of section 188 – Form AOC-2 • the State of the Company’s Affairs - Consolidated and standalone financial results, including dividend declared;

9. Disclosure in Board’s Report • Amounts to be carried to any reserves; • Amount recommended for Declaration of Dividend; • Material Changes and Commitments affecting the Financial Position of the Company between end of FY and Date of Report; • Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo; • A Statement for Development and Implementation of Risk Management Policy for the Company.

10. Disclosure in Board’s Report • Details about the CSR Policy & initiatives taken; • In case of Listed. And other Specified Cos., Statement indicating the manner of Formal Annual Evaluation made for Performance of Board/ Committees and Individual Directors. • Such other matter as may be prescribed. Rule 8 of Companies (Accounts) Rules, 2014 • BR shall be prepare on Standalone FS. • Report on Highlights of Performance of Subsidiaries, Associates, JVs – Form AOC-1; • The Financial Summary or Highlights of Standalone and Consolidated Financials should be mentioned in BR; (As per the Secretarial Standards issued by ICSI mentioned in section 118(10) of the Companies Act, 2013)

11. Disclosure in Board’s Report • Change in nature of Business, if any • Details of Directors and KMP – Appointment or Resignation during the FY. • Names of Cos. Which has became or ceased to be its subsidiaries, Joint Venture or associate Cos. during the FY. • Details of Deposit – accepted during the year, remained unpaid or unclaimed at the end of the year, etc. • Details of borrowings made from Directors and their relatives are required to be disclosed in BR. (Vide Notification No. GSR695(E) dated 15.09.2015) • Details of Deposits not in compliance of the Act;

12. Disclosure in Board’s Report • Details of significant and material orders passed by the Regulators or Courts or Tribunals; • Details in respect of adequacy of Internal Financial Controls for Financial Statements. • Disclosure regarding Appointment of Independent Directors • Composition of Audit Committee and Recommendations of Audit Committee not accepted by the Board with reasons. • Number of Cases filed, if any, and their disposal u/s 22 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013

13. Disclosure in Board’s Report • Details of establishment of Vigil Mechanism [S.177] • Policy for remuneration to Directors, KMP and Senior Management. [S.178] • Details of Contract or Arrangement entered with Related Party Transactions with justification. • Ratio of Remuneration of each Director to the Median Employee’s Remuneration. (for Listed Cos.) [S. 197] • Secretarial Audit Report shall be annexed to Board’s Report. [S. 204]

14. Disclosure in Board’s Report • Details of Issue of Shares with differential Voting Rights during FY. • Listed Cos. shall disclose:- • Ratio of the Remuneration of each Director to the Median Remuneration • Percentage increase in Remuneration of each Director, CFO, CEO, Company Secretary or Manager in the FY. • Percentage increase in Median Remuneration of employees in the FY • No. of Permanent Employees on the Rolls of the Co. • The Explanation on the relationship between Average Increase in Remuneration and Company Performance.

15. Disclosure in Board’s Report • Comparison of the Remuneration of the KMP against the Performance of the Company. • Variation in Market Cap of the Co., P/E Ratio, %age Increase/Decrease in Quotation. • Key parameters for any variable component of Remuneration availed by Directors. • Ratio of Remuneration of Highest paid Director to Highest Paid Employee receiving Remuneration more than that Director. • Affirmation that Remuneration is as per Policy of Co.

16. Disclosure in Board’s Report • Statement showing Name of the Top 10 Employees in terms of remuneration drawn and Details of Employees, who:- • Receive Remuneration not less than Rs. 102 Lacs per annum or 8.50 Lacs per month; (Previously it was Rs. 60Lacs per annum or 5Lacs per month) • Details to be given : designation, remuneration, nature of employment, qualification & experience, age, date of joining, last employment, % of equity shares held, any relation with any director, etc.

17. Filling of Forms Form MGT. 14 Resolution of Board relating to approval of Financial Statement and Board Report. (However, Private Limited Companies are exempted from Filing of resolution(s) passed under section 179(3) vide MCA notification dated 5th June, 2015.) Form MGT. 15 - Section 121 – Listed Company Report on Annual General Meeting with in 30 days from the conclusion of the Annual General Meeting. Need to Give in this Form that: “The meeting was called, convened, held and conducted as per the provisions of the Act, the rules and secretarial standards made thereunder”

18. Form ADT – 1- Notice of Appointment of Auditors • When it is required to be filed: • Appointment of Auditors in General Meeting.- Yes • Ratification of appointment of Auditors. –No • Attachments of Form ADT-1 • Resolution passed at AGM for appointment. • Appointment Letter to Statutory Auditors. • Consent Letter of Auditors. • Due Date of Filing • Within 15 days of the AGM in which Auditors is appointed..

19. Financial Statement (Form - AOC 4) [Pursuant to section 137 and sub rule of 12 of Companies (Accounts) Rule, 2014

20. Certificate by Practicing professional I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars from the original/certified records maintained by the Company which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. I further certify that: 1. The said records have been properly prepared, signed and maintained. 2. All the required attachments have been completely and legibly attached to this form; 3. It is understood that I shall be liable for action under Section 448 of the Companies Act, 2013 for wrong certification, if any found at any stage.

21. Financial statement Sec. 2(40)

22. Due date of filing of FS (Section 137)

23. Filling of Form AOC 4 • Part- A General Information of the Company

24. Filling of Form AOC 4 • Part- A General Information of the Company

25. Filling of Form AOC 4 • Part- A General Information of the Company

26. Filling of Form AOC 4 • Part B: • Balance Sheet • Detailed Balance sheet items ( 47 Column) • Details of long term borrowings (unsecured) • Details of short term borrowings (unsecured) • Details of long term loans and advances (unsecured, considered good) • Details of long term loans and advances (doubtful) • Details of trade receivables • Financial parameters - Balance sheet items (Amount in Rupees)as on financial year end date. • Share capital raised during the reporting period (Amount in Rupees)

27. Filling of Form AOC-4 V. Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 (New W.E.F. 08.11.2017) VI. Details related to cost records and cost audit. Whether maintenance of cost records by the company has been mandated under Companies (Cost Records and Audit) Rules, 2014 (Yes /No)

28. Filling of Form AOC 4 • Segment II: Information & Particulars in respect of P&L • Statement of Profit and Loss • Detailed Profit and Loss items (Amount in Rupees) • Details of earning in foreign exchange • Details of expenditure in foreign exchange • Financial parameters - Profit and loss account items (Amount in Rupees)during the reporting period. • Details related to principal products or services of the company - Turnover of the product or service category (in Rupees) - Turnover of highest contributing product or service (in Rupees). • ITC : Issued by Ministry of Commerce & Industry, • NPCS: Issued by Ministry of Statistics & Programme Implementation

29. Filling of Form AOC -4 • Segment III: Reporting of CSR • (Applicability of CSR:- Every company having (during any financial year) • Net worth of Rs.500Crore or more, or • Turnover of Rs.1000Crore or more or • Net profit of Rs. 5Crore or more • Net Worth and Turnover • Net Profit for last three financial years / Adjusted Profit • Average net profit of the company for last three financial years. • Prescribed CSR Expenditure (2 % of the amount as in item 1 above) • Total amount spent on CSR for the financial year. • Amount spent in local area • Manner in which the amount spent during the financial year. • Project or activity, Sector, State, District, Budget, Amount spent on the project and Admin Overhead • Give details (name, address and email address) of implementing agency(ies) • Whether a responsibility statement of CSR committee and monitoring of CSR Policy is enclosed the Board Report.

30. Filling of Form AOC 4 • Segment IV: Disclosure about Related Party Transactions • Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 • Name(s) of the related party • Nature of relationship • Nature of contracts/ arrangements/ transactions • Duration of the contracts / arrangements/ transactions • Date of approval by the Board • Amount paid as advances, if any • Date of Resolution passed in general meeting under section 188 • (only for transactions not at arm’s length basis).

31. Filling of Form AOC 4 • Segment V: Auditors Report • Whether the auditors have reported as to whether company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes (SBN) during the period from 8th November, 2016 to 30th December, 2016 and if so, whether these are in accordance with the books of accounts maintained by the company- Select Yes/No • Qualifications/ Reservations/ Adverse Remarks • Directors Reply(s) • CARO – Applicable / Not and Auditors comment on items specified under CARO • Segment V: Miscellaneous • Whether the Secretarial Audit is applicable- Select Yes/No • Whether detailed disclosures with respect to Directors’ report under sub-section (3) of section 134 is attached- Select Yes/No

32. Attachments to Form AOC-4 Very Important Sd/- Document not allowed As per the provisions of section 398 read with (Rule 8(6) of the Companies (Registration Offices and Fees), Rules, 2014) 'Scanned image of documents shall be of original signed documents relevant to the e-forms or forms and the scanned document image shall not be left blank without bearing the actual signature of authorized person’

33. Attachments to Form AOC-4

34. Signatories to Financial Statement [Section 134(1)]

35. The Companies (Registration offices and Fees) Rules, 2014 ROC Fees Structure

36. Additional fee rules In Case of Late Filing Period of Delay is after Normal time allowed for filling, over and above the normal Fess

37. Penalty – Non filing of FS As per the Provisions of section 137(3) of the CA, 2013 • Company : Rs.1,000/- every day during which failure continues, but not exceeding Rs.10 lakh AND • MD AND CFO, if any and in the absence of MD and CFO any Director who has been authorized and in the absence any such director all the Directors shall punishable with. imprisonment for term upto 6months or fine not less than Rs.1 Lakh which may exceed upto 5 lakhor both.

38. Penalty – Non filing of FS As per the Provisions of section 164 & 167 of the CA, 2013: Section 164: DIRECTORS BECOME DISQUALIFIEDfor being appointed as Director in any Company for period 5 years, if any of his company has not filed the Financial Statement and Annual Return for continues period of 3 years. Section 167: If He incurs any of the disqualification specified in section 164, than his Office Become Vacant. PENALTY As per the provisions of sub section 2 of Section 167 violation of any provisions of Section 167 Fine: Min. 1Lakh Max. 5Lakh Imprisonment: Max. 1Year Or both

39. Financial Statement (Form - AOC 4- XBRL) [Pursuant to section 137 and sub rule of 12 of Companies (Accounts) Rule, 2014

40. Requirement for filling of Financial Statement in XBRL mode • Listed Company • Turnover : Rs.100Crore or more • Paid up Capital: Rs. 5Crore or more • Companies Done filling in XBRL mode in previous year. Exempted from XBRL • 1. Banking companies, • 2. Insurance companies, • 3. Power companies and • 4. Non-Banking Financial Companies (NBFCs)

41. Annual Return Form MGT-7

42. Annual Return –Section -92 MGT. 7

43. Summary - Contents Annual Return – MGT. 7 Registration & Other Details Principal Business Activities Subsidiaries / Associates / JV Share Capital & Transfer Directors & KMP Shareholding Pattern Turnover & Net worth Indebtedness Meeting Details Remuneration Certification on Compliances Penalties, etc.

44. Contents of Annual Return…. • Registration & Other Details: • PAN of the Company (Mandatory) • CIN / GLN • Name of Company, Registered Office , Date of Incorporation, Type of Company, Category of Company • Email ID, Telephone (mandatory – Pre-filled), Changed – make the changes. • Having Share Capital – Yes /No • Listed – Yes / No • Financial Year • Details of AGM – Date, Due Date, Extension, if any. • CIN of Registrar & Transfer Agents

45. Contents of Annual Return…. • 2. Principal Business Activities: • Number of Business activities (Max. 10 rows) – Attachment, if more than 10. • % to total turnover of Company – for each product – Total must be 100 %

46. Contents of Annual Return…. • 3. Particulars of Holding, Subsidiaries, JV & Associate Cos.:

47. Contents of Annual Return…. • 4. Share Capital, Debenture or other securities of the Company: • Share Capital: Equity, Preference, Unclassified, Brake-up • Details of Stock split, consolidation (Each Class of Shares) • Details of shares/Debentures Transfers since closure date of lastfinancial year (more than 10- Separate Sheet / CD). • Date of Previous AGM • Date and number of Registration of Share Transfer • Indebtedness including debentures (Outstanding as at the end of financial year).

48. Contents of Annual Return…. • Turnover and Net worth of the Company • Turnover • Net worth • 6. Shareholding Pattern: • Promoters (Indian / Foreign). • Public (Indian / Foreign).

49. Contents of Annual Return…. • 7. No. of Promoters Members & Debenture holders : • At the beginning of the year • Additions during the year • Cessations during the year • At the end of the year

50. Contents of Annual Return…. • 8. Details of Directors & KMPs: • Composition of Board of Directors, % of Shares held. • Details of directors and KMP as on the closure of financial year, No of Equity shares held (Date of cessation – after closure of FY) • Particulars of change in director(s) and Key managerial personnel during the year.