1. MGT-14 for Approval of Accounts & draft board report
a. Pvt Co. – Not Required
b. Public Co. – Required
2. New forms AOC-4 (earlier 23AC/23ACA) and MGT-7 (earlier 20B) are introduced for annual filings.
3. Board Report shall include various disclosures as per sec 134 & other section etc. and summary of annual report in MGT 9.
4. No ADT1 is required to be filled for ratification. Auditor shall be appointed for a period of 5 years in AGM subject to ratification every year in AGM. ADT-1 shall be filed for appointment only (i.e. ADT-1, not to be filled for ratification).
5. Auditor or his A/R (qualified to be auditor shall be present in AGM, unless otherwise exempted by company (also mention in Minutes of the company) [Sec. 146]
6. All the attachments of E-form should be duly signed, Don’t file SD copy.
7. MGT 7 i.e. Annual Return is now in e-form. No physical annual return like previous year in 20B is required. E-form shall be signed by Company Secretary of the company or if there is no Company Secretary then form shall be certified by Practicing Company Secretary or small companies by director
8. Companies have paid up capital of 10 cr or more or Turnover of 50 cr or more are required to get certificate in MGT-8 by any PCS.
9. Special Resolution passed in general meeting shall also be required to file in MGT-14 for all company , Private or Public.
10. Notice of AGM should include route map of venue of AGM(SS 1)
11. Minutes of Board Meeting and General Meeting shall be serially numbered after 1st July 2015(SS 1 and SS 2)
12. Don’t forget to regularise/appoint additional director, as director.
13. Company can also pass special resolution u/s 42/62(1)c or any other SR also, if required.
14. Report of AGM to be filled in MGT 15 within 30 days of conclusion of AGM(for listed co only).
15. If company have only associates & joint ventures (i.e. no subsidiary), no CFS is to be prepared.
16. Schedule III is to be followed for preparation of financial statement, otherwise penalty.
17. A statement in AOC1 is to be attached to FS for subsidiary, JV & associates.
AOC1 is to be attached , even if CFS is not required to be prepared.
18. Problem of MGT 7 & SOLUTION: While filling point no IXB, sometimes, % is automatically fillied as zero, which can not be changed. Download new reform & fill again.
19. In MGT-7 , share holders other than promoter should be included in Public shareholding (give note).
20. Inc 21 is not required to be filled in any company(as dispensed off).
21. Details of related party transaction before Companies Act, 2013 , is not required to be filled in AOC 4.
22. In MGT-7, Shareholding pattern to include preference shareholders also.
23. In MGT-7,email I’d & telephone no(mobile no) of company should be given. Master data will be accordingly updated.(not of professional)
24. Company has to lay down description of activities in descending order. If activity A is generating 9%, B 8%, then first write A, then B
25. Business Activity Code for MGT-7, MGT-9 & AOC-4:
AOC-4: Principle Products or services of the Company (Point No.4):
For mentioning of SERVICErefer list of NPCS code given on MCA Site. http://www.mca.gov.in/XBRL/pdf/NPCS_codes.pdf
For mentioning of MANUFACTURING refer list of ITC-HS code given on MCA Site.http://www.mca.gov.in/XBRL/pdf/NPCS_codes.pdf
MGT-9: PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY: For mentioning of Business Activity code as per link given below:http://mospi.nic.in/Mospi_New/upload/nic_2008_17apr09.pdf
MGT-7 Principle Business activity of Company (Point No.2) : For mentioning of Business Activity code and description refer the code list given in Instruction Kit of MGT-7.
26. First auditor , either appointed in BM or in GM , shall hold office up to first AGM only(not 5 years ).
27. Casual vacancy of auditor:
i) by resignation,shall be filled in GM & he shall hold office upto next AGM .
ii) Other casual casancy be filled by BOD
28. ROC filling is not a management service, as it is a service rendered in independent professional capacity. Management service, in my opinion, means service rendered on on behalf of management, which management itself obliged to do.
29. If GNL2/Adt1 has been filled last year, no ADT1 is required to be filled this year for ratification.
30. Procedure prescribed u/s 140(4) of special notice for appointment of other auditor, are for retiring auditor only i.e. if he had completed his term of appointment. In case of small & medium size companies( i.e. other than companies prescribed u/s 139(2), such notice is required if auditor has completed his term of appointment.
In other words, such companies can not change auditor even after expiry of his term , except by following procedure prescribed u/s 140(4)
31. An auditor who has not completed term of appointment , say, 5 year, is not a retiring auditor, in my opinion. Hence, auditor can not be changed in AGM before completion of his term except by his resignation.
In short, auditor can not be changed except by his resignation or removal by approval of central Government.
DIRECTOR:In case of Pvt Co, Casual vacancy can be filled in GM:CA N More
32) Directors can be appointed in General Meeting only.
33) However, additional director can be appointed by Board , only if article provides power to board, who shall hold office upto next AGM.
34) In public co, casual vacancy may be filled by board. Such person will hold office upto date, in whose place he has been appointed, would have held office. [S161(4)]
35) In case of Private company, no such provision of filling of casual vacancy as above. Hence, casual vacancy can not be filled by Board.
36) Caro is not applicable to small co, even if sum of its paid up and reserve is more 50 lacs.
37) As per companies act 2013, turnover includes revenue from operations & it does not include other incomes.
38) Dates of Board meetings in MGT 7 , in case of small companies or any other company, will be for financial year.
39) In mgt-7, the list of shareholder as on 31st March is to be attached.
40) Accounts of LLP is to be audited, if contribution exceeds 25 lakhs & turnover exceeds 40 lakhs.
41) PLANNING TOOL: If LLP close down its business for 1 year or more, it can file reform 24 to strike off its name.
42) Loan is not covered by specific disclosure u/s 188.
43) Disclosure u/s 188 & AS 18 are different.AOC 2 & 4 is to be prepared accordingly.
44) AOC 4 CFS(in addition to AOC4) is required to be filled, if CFS is prepared.
44 Points on Company Law
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