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RoC Filing

The news of Over 2 lakh directors to be barred from board posts for not complying with RoC filing has been driving awareness among startup community and entrepreneurs have started to acknowledge the fact that certain things no matter has to be performed as per law. This blog we shall look into what one has to do during the final countdown of RoC filing.

 

An annual return is a snap-shot of a company’s financial information as they stood on the closing of financial year. It is perhaps the most important document required to be filed by the company with the ROC. Apart from the financial statement, this is the only document which is compulsorily filed with ROC every year irrespective of any event or happenings in the company. While financial statements give information on the financial performance of the company, it is the annual return which gives detailed disclosure and deep insight of the non-financial information of the company viz. operations of the private limited company, funding, control and management.


Filing of the annual return yearly with the registrar of companies is obligation of the management of the company. It helps the stakeholders to ensure that the company is administered in a proper manner.
As per the provisions of Companies Act, 2013; every Company have to file e-form MGT-7 (Annual Returns) within 60 from the date of Annual General Meeting and AOC-4 (Annual Accounts) within 30 days from the date of Annual General Meeting.


Every company prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding –

  1. Its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
  2. Its shares, debentures and other securities and shareholding pattern;
  3. Its indebtedness;
  4. Its members and debenture-holders along with changes therein since the close of the previous financial year;
  5. Its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
  6. Meetings of members or a class thereof, Board and its various committees along with attendance details;
  7. Remuneration of directors and key managerial personnel;
  8. Penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
  9. Matters relating to certification of compliances, disclosures as may be prescribed;
  10. details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and
  11. Such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice: Provided that in relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

 

Guidelines on annual filing

DIN (Director Identification Number) and DSC (Digital Signature Certificate)

Documents Required

Form

Description

Time line



Documents Required


ADT-1

Intimation about the Auditor of the company

Within 15 days of AGM

–       Consent letter from the Auditor.

–       Intimation to the Auditor.

–       Extract of the AGM.

AOC-4

Annual Return

Within 30 days of AGM

–       Financials of the company.

–       Director Report.

–       Auditor’s Report.

–       MGT-9


MGT-7

Financial Statement

Within 60 days of AGM



–       Shareholding pattern of the company.


AOC4-XBRL

For filing XBRL document in respect of financial statement and other documents

Within 29th October

 

–          Financial Statements


Signing of Documents

The Annual return of the Company must be signed by the Directors of the Company. The financial statements filed along with the Annual return must be audited and signed by a Chartered Accountant. Where there is no company secretary, by a company secretary in practice: Provided that in relation to One Person Company and small company, the annual return shall be signed by the company secretary or where there is no company secretary, by the director of the company.


When is the due date for filing annual returns?
Annual return is due before the 29th October this year or 6 months from the end of the financial year. In case of newly incorporated Company, an Annual General Meeting should be held within 18 months from date of incorporation or 9 months from the date of closing of financial year, whichever is earlier and an annual return should be filed with the MCA.



Procedure for annual return filing

Step 1: Preparing Financial Statements of the Company:

All companies are required to prepare financial statements of the company based on the Book of Accounts. Financial statements means any statement to provide information about the financial position, performance and changes in the financial position of an assessed and includes balance sheet, profit and loss account and other statements and explanatory notes forming part thereof.

Step 2: Appointing Auditor for the Company

Every Company must appoint its first Auditor within one month of the registration of the company. Any person who is a qualified Chartered Accountant in practice or a firm of Chartered Accountants can be appointed as the Auditors of the Company. However, the following persons / entities cannot be appointed as Auditor of a Company:

  • A body corporate;
  • An officer or employee of the company (irrespective of if he/she is a qualified Chartered Accountant);
  • a person who is a Partner or Director of the company;
  • A person who is indebted to the company;
  • A person who is in whole time employment elsewhere;

It is important to remember that the Auditor of the Company must be independent and not having bias towards the company. The term of an Auditors appointment would end at the conclusion of the Annual General Meeting of the Company; the company may re-appoint the same Auditor or may decide to replace the Auditor.

Step 3: Auditing the Financial Statement of the Company:

Audit plays an important role in the management of the Company. As per Companies Act, 2013 every company should appoint an Auditor to audit the accounts of the company and present their report on the accounts. The Auditor after being appointed by the Company would audit the financial statements of the Company and submit his/her report on the accounts of the Company to the members. The Auditor is also required to state in his report whether the accounts of the Company give a true and fair view of the state of affairs of the Company.

If the Auditor is not satisfied with the information / clarification provided in the financial statements of the Company, or if the Auditor has any reservation in respect of the account or book of accounts maintained by the Company, then he/she can bring the facts to the attention of the stakeholders by Qualifying the Audit report.

Step 4: Conducting Annual General Meeting

An Annual General Meeting is a meeting of the shareholders of a Company held every year. Companies Act, 2013 mandates that all company except One Person Company hold one Annual General Meeting every year. No company is exempt from this requirement. The date of any Annual General Meeting must be within 15 months from the date of immediately preceding Annual General Meeting. However, for a newly incorporated company, the first Annual General Meeting must be held within 18 months from the date of incorporation of the Company.

Step 5: Acquiring Documents

Arranging the documents together like financial statement of the company.  Examples, At the Annual General Meeting, the audited financial statements of the Company with the Auditor’s Report and Directors Report are placed before the members of the Company. The members of the Company on being satisfied about the financial statements of the Company can adopt the Annual Accounts of the company after due consideration. The financial statements of a company are considered final only after it is approved by the Shareholders of the company in the Meeting.

Step 6:  Form Filing

File the respective documents as mentioned on the above table.


Step 7: Pay Fee and charges for forms

Company having Authorized Capital of INR 1 Lakh is INR 300 for each Form AOC-4 and MGT-7, and Company having Authorized Capital of INR 5 Lakh or more is INR 400 for each Form.

Hence, A Company is required to file its balance sheet, profit and loss account, auditor’s report and annual return every financial year before the due date with the registrar of companies. Noncompliance with this provision will attract a fine that is charged while filing the e-Form. And, non-compliant with Income Tax filing, will restrict you from carrying your losses forward.

We at Wazzeer have built a smart platform of Legal and accounting professionals which include Chartered accountants, Company secretaries and corporate lawyers from different parts of the country. We can help your company in taking care of all the compliance related projects so that you can take the back seat and enjoy brainstorming sessions for your venture.

Please go through the below mentioned information which clarifies the list of Documents, Scope of work, Timeline and Pricing for filing the ROC and IT returns for your company.


Entrepreneurs generally are interested in these frequently asked questions :

Q1. What is the scope of work?

  • Annual Returns filing to RoC for the Financial Years ending March 31, 2017
  • Profit & Loss Statement filing to RoC for the Financial Years ending March 31, 2017
  • Audit Report filing to RoC for the Financial Years ending March 31, 2017
  • Income Tax Returns filing to IT Department for the Financial Years ending March 31, 2017

Q2. How much time does it take?

7-8 Working days.

Q3. How much will it cost?

Govt. Fees for the financial year ending March 31, 2017 – INR900/- (AOC-4, MGT-14 and ADT-1)

Professional Fees- In case of 0-10 Transactions – INR 8850 including GST charges (Fees- 7500 INR and 18% GST)

Payment terms: The fees will be collected in advance and kept as a deposit with Wazzeer. The amount will be released to the professional towards the government fees, out of pocket expense and professional fees as required and as the milestones are reached while completing the work. The release of the payment will be done only after confirmation from you (Client).

Please feel free to contact us for any of your queries, will be happy to take the complete authority and get this work delivered before deadline. 🙂

Relevant content for your reference:
Over 2 lakh directors to be barred from being board member in any new venture
How to restore companies that have been stricken off?
Consequences of not filing Annual Return

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RoC Filing

An Annual Return is the most important document that is to be filed by every company with the Registrar of companies as this one document reflects the company performance on the close of the financial year. Annual return has to be filed with the RoC within 60 days from the date of Annual General Meeting (AGM). If the AGM is not held in any year, the return has to be filed within 60 days from the date on which AGM should have been held together with the statement specifying the reasons for not holding the AGM, on payment of such fee or additional fee as prescribed (Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014. Similarly, the responsibility cannot be abandoned even if the company is inoperative except for the case where the company has been woundup or its name struck-off from the Register maintained by the Registrar of Companies, then the business need not file its annual returns. In this blog we intend to help business owners understand the Consequences of not filing Annual Return alias ‘RoC filing’.

 

Scenario when a company does not file Annual Returns:

To Director

Case 1: We will analyse the situation where the company has not filed its Annual Return before the expiry of a period of 270 days from the date by which it should have been filed with fee and additional fees

Director can be punished with imprisonment for a term which may extend to 6 months or with fine which shall not be less than INR 50K but which may extend to INR 50L, or with both (Section 92)

Case 2:  If the company has not filed its Annual Return for continuous period of 3 financial years, then every person who is or has been director of that company shall not be eligible for re-appointment as Director of that company or appointed in any other company for a period of 5 years from the date on which the said company fails to do so.

Case 3:  If in Annual Return, any Director or any Person makes a false statement or omits any material fact

Directors can be punished with imprisonment for a term which shall not be less than 6 months but which may extend to 10 years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud.

 

To Company

Case 1: If the company has not filed its Annual Return before the expiry of a period of 270 days from the date by which it should have been filed with fee and additional fees, the company shall be punishable with fine which shall not be less than INR 50K but which may extend to INR 15L

Case 2: If the Company has defaulted in filing Annual returns for the consecutive 5 previous financial years, the Company may be wound up by the Tribunal.


Given the seriousness of the RoC filing, business owners should consider filing their Annual Returns. We at Wazzeer can help you get RoC filing done seamlessly let’s connect.

 

 

 

 

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Accounting, Legal

Once you received the certificate of incorporation, it means, all legal formalities required for company registration is completed. There are certain Compliance required to be done after registering the Company. This blog intends to give you some clarity on the famous question ‘Registered a private limited company. What next?’ Listing down the mandatory legal and accounting compliance for a Private Limited company which are to be done within 100 days of registration.

a)   Filing of Form INC-22 for situation of registered office address

Situation of registered office has to be intimated within 30 days from the date of incorporation to the registrar of companies. This can also be filed at the time of incorporation but if it’s not filed at the time of incorporation then within 30 days from the date of incorporation, you need to file e-form INC22 with the registrar of companies.


b)    Display Company’s Identity and other details:

After incorporation, it’s the duty of the company to display following things outside the company’s registered office and also required to be printed in all business letters, bill-heads and in all other official publications:

·         Name of the company

·         Registered office address of the company

·         Corporate identity number or CIN

·         Telephone number, email ID

·         Website address and fax number if any 


c)   Appointment Of Statutory Auditor:

As per section 139(6) of Companies Act 2013, Company has to appoint its first auditor within 30 days from the date of incorporation in a board meeting. If the board of directors are not able to appoint then it has to be appointed within 90 days in a general meeting of members. Form ADT-1 is required to be filed within 15 days of appointment with RoC.



d)   Opening of Bank Account for the Company:

To transact business the company is required to open and maintain a current account with any bank in India through which all the receipts and payments of banking nature shall be transacted. The mode of operation of the said bank account has to be decided in the first board meeting and a copy of the resolution passed with respect to operation of bank account is required to be given to the banker at the time of opening of bank account. Any subsequent changes in the mode of operation is also required to be intimated to the bank. 


e)       Issue of Share Certificates to Subscribers:

Within a period of two months from the date of incorporation, every company must deliver the share certificates to the subscribers of the memorandum. This means that the subscriber has to remit the agreed subscription amount within 60 days from the date of incorporation in the bank account of the Company.

 

f)    Payment of Stamp Duty on Issuance of Share Certificate:

Every state government has made a law imposing stamp duty on the issue of a share certificate, which is to be paid to the respective state government after such an issue. The rates of stamp duty and the method of its payment differ from state to state. However, in Maharashtra the stamp duty payable is 0.1% of the face value of the shares. The non-payment of stamp duty is a very serious offence for which apart from punishment imprisonment has also been prescribed.

 

g)   Preparing books of accounts:

Section 128 of the Companies Act, requires every company to prepare and keep at its registered office, books of account and other relevant books of account and financial statement of every financial year to give a true and fair view of the state of affairs of the company. The books of account need to be maintain with the double entry system to be preserved for eight financial years. The accounts need to be maintained at the registered address of the company or at any other place where directors decide. 

h)   Filing of financial statements and annual return:

A private limited company is required to file its balance sheet, profit and loss account, auditor’s report and annual return every financial year before the due date with the registrar of companies. Non-compliance to this provision will attract additional fee in addition to the normal fee that are charged while filing the e-Form.


i)    Maintain Statutory Registers, Minutes and other necessary documents:

Every company is under obligation to maintain certain register under Section 85, Section 88 etc. of the Companies Act, 2013 and required to keep and maintain at its registered office in the prescribed form, any failure in maintaining the statutory register is an offence for which company as well as directors may be fined and prosecuted. Company needs to conduct at least 4 Board meetings in a year with the gap between 2 board meeting not exceeding 120 days. Every matter discussed in the meeting needs to be recorded in Minutes.

 

j)    Obtaining PAN & TAN:

Company needs to obtain Permanent Account Number (PAN) and Tax Account Number (TAN) in the name of the Company. GSTIN in case of businesses that are GST eligible.

 

k)   Obtain Registration under Shops and Establishment Act:

Every state needs to pass its own law from the point of view of working hours and basic facilities to be provided to the employees of the companies. Within 30 days of incorporation of a company, it is liable to obtain a registration under the law of shops and establishment as may be applicable in the respective state. The failure of obtaining shops and Establishment registration is a criminal offence.

 

l)     Need based registration and Licenses:

Based on the business activity and the goods in which the company is dealing, there are other licences and registration which are required examples are, Drug Licence, Food Licence etc.


Wazzeer is vouched by Entrepreneurs as the most reliable Legal and Accounting Partner. We would be super excited to help you. Let’s Connect! 🙂

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RoC Filing

This news has been a buzz in the market and has put entrepreneurs and business owners in a tensed situation. Over 2 lakh directors to be barred from board posts for not complying in RoC filing. With reference to this article covered on Economic Times, we will be covering exclusively all the facts that you as a business owner and a director should know


Why were these directors name stricken off?

  • For not filing returns and
  • For not completing other formalities related to compliance after show-cause notice was served.

 

The Directors whose names have been barred:

  • Cannot hold any board position in new ventures
  • They will not have to step down from the board of other companies on which they are currently directors. 
  • The law allows the government to bar these directors from taking up any board position for five years 
  • In addition, their directorship on other boards is not being disturbed 

 

What founders should learn from this incident?

  • If you think the company is not moving towards a positive growth, change the company status either to Dormant Status or Close.
  • Be compliant with RoC filing.
  • Send well-thought response (after taking required advice from a Lawyer) to MCA notice before the deadline.


Wazzeer is vouched by Entrepreneurs as the most reliable Legal and Accounting Partner. We would be super excited to help you. Let’s Connect! 🙂

 

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Accounting, Start up Lessons
The income tax department has set time limits for issuing of TDS certificates (Form 16 and 16A) by the deductors. Failure to issue TDS certificates by due date can result in penalty of Rs 100 per day of delay per certificate. Employers deducting tax at source are duty-bound to issue TDS certificates in Form 16 to their employees on an annual basis latest by 31st May of the relevant assessment year. The relevant assessment year is the year immediately following the financial year for which the tax has been deducted at source. Other deductors (such as banks which deduct TDS on interest paid on deposits) have to issue the TDS certificates in Form 16A to the deductee on a quarterly basis. The dates by which form 16A must be issued to the deductee are: For quarter 1 – 30th July For quarter 2 – 30th October For quarter 3 – 30th January For quarter 4 – 30th May.


Why TDS? As per the provisions of income tax laws of India, each employer is bound to deduct the tax on behalf of his employee on a monthly basis. On the other hand it is the duty of the employee to report the details of tax deductible investments made by him and also details of any other income to the employer. Entities other than employer, such as Banks, Cooperative Societies, Companies, Business vendors etc, have to deduct tax at source from commercial payment.
It is a summarization of an article from Economic Times. For more information, visit http://economictimes.indiatimes.com/wealth/tax/start-collecting-your-tds-certificates-now-deductors-cant-delay-anymore/articleshow/52532007.cms



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Accounting, TAXATION
Do you think you are safe from Tax notice even if you don’t have wads of cash stuffed under your pillow or investments in benami properties there are other reasons why you (small taxpayers) can get into troubles with Tax Authorities. Most of these mistakes happen because of the lack of tax knowledge which means not knowing that such a rule exists.   Listed below are the ten most common mistakes that can fetch you a tax notice.  

  1. Not Reporting Interest Income
This is a very common mistake. Interest income from fixed deposits, recurring deposits, tax saving bank deposits and infrastructure bonds is fully taxable. A majority of the people believe that interest income up to Rs 10000 a year is tax free while it only applies to interest earned on the balance in a savings bank account. The best way to avoid this particular issue is by calculating how much interest you will get on your FDs, RDs and other fixed income investments and add that to your income Smart tip: Calculate how much interest you will get on your FDs, RDs and other fixed income investments and add that to your income.


2. Ignoring Income of Old Job
When an individual switches jobs there is a chance of falling foul of the tax laws. This is because the new employer doesn’t take into account the income earned from the previous job and provides tax exemption and deduction to the employee all over again. But this discrepancy wont remain hidden for long and would eventually be would be discovered when the taxpayer files his return and then would be subjected to a pay a bigger amount for tax. The smartest way to avoid this mistake is to inform your new employer about income from previous job so that the TDS is cut accordingly. Smart tip: Inform your new employer about income from previous job so that the TDS is cut accordingly.


3. Not filing tax returns: People below 60 will have to file returns above an income to Rs 2,50,000 People above 60 will have to file returns above an income to Rs 3,00,000 People above 80 will have to file returns above an income to Rs 5,00,000 Even if your tax is 0 for a particular accounting year but your income is higher than these values, even then you have to file your returns. Smart tip: Don’t miss filing your return even if your tax is zero or all your taxes are paid. File online to avoid mistakes  


  1. Tax sops on house sold before 5 years:
The government offers generous tax benefits to those who buy houses on loans. But if you sell your house before 5 years then all your tax benefits you get at the time of purchase will be reversed and you will come under heavy tax liability. Smart tip: Wait for at least five years before selling a house or three years before ending a life insurance policy.  

  1. Misusing forms 15G, 15H to avoid TDS:
To avoid taxes people sometimes split their income into two or more bank accounts and fill Form 15G or 15H and submit to their respective banks asking them not to deduct TDS. However, misuse of these forms is a serious offence. A false declaration not only attracts penalty but also prosecution. The taxpayer can be sentenced to jail for terms ranging from three months to two years. You need to meet two basic conditions to file form 15G. One, your taxable income for the year should not exceed the basic exemption of Rs 2.5 lakh. Two, the total interest received during the financial year should not exceed the basic exemption slab of Rs 2.5 lakh. Smart tip:?File Forms 15G only if you fulfill both the conditions. TDS is an interim tax and you can claim a refund if you have paid more than due.


  1. Not deducting TDS when buying property:
If you buy a house worth more than Rs 50 lakh, you have to deduct 1% TDS from the payment to the seller. In case the seller is an NRI , the TDS will be higher at 30%. This amount should be deposited with the government on behalf of the seller using Form 26QB. Smart tip: Make it clear to the seller that you will be deducting 1% TDS from the payment. Make sure you have his correct PAN details

7.  Not reporting foreign assets
: Mis-reporting overseas assets will not be taken lightly by the government. You could be prosecuted under the Black Money Act and the penalty can be as high as Rs 10 lakh for even small errors. Experts say taxpayers who have worked abroad often go wrong when reporting their foreign assets. Smart tip: Start collecting details of your foreign assets much before the last date for filing returns.

8. Disregarding clubbing provisions
:
Parents who want to invest in the name of their children can go for tax-free options such as the SukanyaSamriddhiYojana, PPF or tax-free bonds. Though the income will get clubbed, there will be no tax implication. Smart tip:?Invest in tax-free options in spouse’s name. Invest the income in FDs or RDs. Income is clubbed but the income from income is not.

  1. Not reporting tax-free income:
A taxpayer is required to mention tax-free income in his return. Tax-free income includes interest earned on PPF, tax-free bonds, life insurance policies, capital gains from stocks and equity-oriented funds and gifts from specified relatives. Smart tip: Mention all tax-free income in your ITR but claim exemption for it under various sections.

10.  Spending, investing beyond means:
We all know that reckless spending is not good for our financial health. But few people realise that spending too much can also lead to a tax notice. If your expenses or cash withdrawals exceed certain limits, your credit card company and your bank are supposed to report that to the tax department.   Smart tip: Avoid cash transactions as far as possible. If depositing cash in bank account, keep record of source of cash.


Wazzeer is vouched by Entrepreneurs as the most reliable Legal and Accounting Partner. We would be super excited to help you. Let’s Connect! 🙂
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