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CS KAUSHIK M JHAVERI 1 on Saturday, 17 th August, 2013 E-filing issues under Companies Act, 1956 A Presentation by KAUSHIK M. JHAVERI PRACTISING COMPANY.

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Presentation on theme: "CS KAUSHIK M JHAVERI 1 on Saturday, 17 th August, 2013 E-filing issues under Companies Act, 1956 A Presentation by KAUSHIK M. JHAVERI PRACTISING COMPANY."— Presentation transcript:

1 CS KAUSHIK M JHAVERI 1 on Saturday, 17 th August, 2013 E-filing issues under Companies Act, 1956 A Presentation by KAUSHIK M. JHAVERI PRACTISING COMPANY SECRETARY E-FILING of applications & returns under COMPANIES Act, 1956

2 CS KAUSHIK M JHAVERI 2 Views contains in the Presentation are the personal views of presenter are the personal views of presenter and should not be construed as and should not be construed as Professional Advice. Professional Advice. To Avoid any doubts, Participants are requested to Cross Check are requested to Cross Check all prevailing facts/ laws & all prevailing facts/ laws & Notifications from the Regulators. Notifications from the Regulators.

3 The ILLITERATE of the 21 st CENTURY are not those ………. who do not know how to Read or write…….. but those who refuse……. to Learn, Unlearn and Relearn. -Arthur Koestler 3CS KAUSHIK M JHAVERI

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6 BOMBAY HIGH COURT TO HAVE STARTED E-COURTS IN MUMBAI 6 CS KAUSHIK M JHAVERI6 On the occasion of Independence Day Bombay HC started the 1 st ever E-Court facility The E-courts is a CG initiative to computerize district and subordinate courts To begin with – all matters on original side pertaining to Company Court i.e. proceeding u/s 391 of Companies Act, 1956 Advocates to lodge soft copies of the proceedings by pen drive/ Compact Disc Date of presentation of such pen drive will be deemed to be date of presentation for all purpose including for the purpose of limitation. However, being the initial stage, advocates will also lodge a hard copy of the above petition with the soft copy Under the said project 2,249 courts in 969 court complexes are expected to be computerized by March 31, 2014

7 Pre – requisites Hardware and Software for e-filing Windows 2000 / Windows XP/ Windows Vista/ Windows 7 Windows 2000 / Windows XP/ Windows Vista/ Windows 7 Web Browser-Internet Explorer v6.0 and above Web Browser-Internet Explorer v6.0 and above Internet access Internet access Adobe Reader V 9.4 ( Software is freely available on MCA Portal for day to day use)- (For filling up Eforms) Adobe Reader V 9.4 ( Software is freely available on MCA Portal for day to day use)- (For filling up Eforms) WinZip (For opening the downloaded Eforms) WinZip (For opening the downloaded Eforms) Java Runtime Environment (JRE)- (For uploading the Eforms on MCA website.) Java Runtime Environment (JRE)- (For uploading the Eforms on MCA website.) Printer (for printing paid copy of challan) Printer (for printing paid copy of challan) Digital Signature Digital Signature Scanner (for scanning of documents to be Scanner (for scanning of documents to be filed as attachments to e Form (Scanning to be done in 200 dpi to avoid MB problem) filed as attachments to e Form (Scanning to be done in 200 dpi to avoid MB problem) 7 CS KAUSHIK M JHAVERI7

8 8 Components of CIN: 1. U – Unlisted Company e.g.- U MH 1997 PLC or L – Listed Company e.g- L MH 1973 PLC Digit Code Number – As per the activity of the Company. 3. Name of State in which Company is registered in Two letters e. g MH for Maharashtra, WB for West Bengal etc.

9 CS KAUSHIK M JHAVERI 9 4. Year of Incorporation. e.g. a.) U45203WB2007PTC b.) U15174GJ1996PTC Status of the Company i.e Private/Public/ Section 25 Company/Foreign Subsidiary Company e.g PTC/PLC etc. 6. Six Digit Company Registration Number. E.g U15174GJ1996PTC029369

10 CS KAUSHIK M JHAVERI 10 SR. NO.TYPE OF COMPANY [Sample] CIN 1.Private Company Red Chillies Entertainments Private Limited U92130MH2002PTC Unlisted Public Company IDFC Asset Management Company Limited U65993MH1999PLC Listed Public Company Hindustan Unilever LimitedL15140MH1933PLC Section 25 Company Bombay Incorporated Law Society of India U99999MH1895NPL000121

11 CS KAUSHIK M JHAVERI 11 SR. NO. TYPE OF COMPANY CIN5. Subsidiary of Foreign Company incorporated in India. Emhart Technologies India Private Limited U72900MH2008FTC Part IX Company Expanded Polymer Systems Private Limited U24134MH2007PTC FCRN of Foreign Company having branch in India Richards Hogg Lindlay (India) Limited (Company Incorporated in Hong Kong) F00888 F00888

12 CS KAUSHIK M JHAVERI 12 Company Master data is statement providing basic and key information relating to each company Registered with Registrar of Companies of respective states across India. It includes following details: 1. CIN 2. ROC Code – (State in which company is Registered) 3. Registration Number 4. Company Category : (For e.g. Company Limited by Guarantee/ Company Limited Shares) 5. Company Subcategory : (For e.g. Indian Non – Government Company/ Company Licensed under Section 25/ Subsidiary of Foreign Company )

13 CS KAUSHIK M JHAVERI Class of Company : (Whether Private/ Public) 7. Authorized & Paid up Capital 8. Number of Members ( Applicable to Section 25 Company) 9. Date of Incorporation 10. Registered Office Address 11. ID of the company 12. Whether Listed (At Stock Exchange) or not 13. Date of Last AGM 14. Date of Balance Sheet last filed 15. Status of the Company- Active, inactive, merged etc.

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17 CS KAUSHIK M JHAVERI 17 Every Individual either Indian or NRI intending to be appointed as director of an Indian company or the existing Directorship is required to make an application for allotment of DIN Every Individual either Indian or NRI intending to be appointed as director of an Indian company or the existing Directorship is required to make an application for allotment of DIN DIN is mandatory pre-requisite for filing of every E-forms under Companies Act. DIN is mandatory pre-requisite for filing of every E-forms under Companies Act. With effect from 27 th March, 2011, only online application of DIN is being accepted. With effect from 27 th March, 2011, only online application of DIN is being accepted.

18 CS KAUSHIK M JHAVERI 18 I. Requirement of obtaining DIN of Indian /Foreign Directors Scanned copies of the following documents duly attested by Practising Company Secretary or Chartered Accountant should be attached. Scanned copies of the following documents duly attested by Practising Company Secretary or Chartered Accountant should be attached. A. IDENTITY PROOF (Any one) PAN Card (Mandatory for Indian Directors), Driving License, Passport (Mandatory for Foreign Director), Voter Id Card PAN Card (Mandatory for Indian Directors), Driving License, Passport (Mandatory for Foreign Director), Voter Id Card B. RESIDENCE PROOF (Any one) Driving License, Passport, Voter Id Card, Telephone Bill, Ration Card, Electricity Bill, Bank Statement Driving License, Passport, Voter Id Card, Telephone Bill, Ration Card, Electricity Bill, Bank Statement C. One Passport Size Photograph (Scanned in JPG format) D. Valid and active ID of the Director. E. Mobile Number of Applicant. F. Whether Resident in India or not G. Education Qualification of Applicant. H. Current Occupation of Applicant

19 CS KAUSHIK M JHAVERI 19 Note: In Case of Indian Director, Identity Proof provided should contain the Fathers Name in it else any other proof which contains Fathers name should be provided separately as under. Birth Certificate Birth Certificate Marriage Certificate Marriage Certificate Any other proof which contains Fathers Name Any other proof which contains Fathers Name In case of Foreign Director, Fathers name proof is not required. In case of Foreign Director, Fathers name proof is not required.

20 CS KAUSHIK M JHAVERI E-Form DIN-1 has to be filed with all filled up information with duly attested Identity and Residence proof as mentioned in earlier slides. Physical documents are discontinued for submission at DIN Cell, New Delhi. 2. The eForm DIN - 1 shall have to be digitally signed and shall be uploaded on MCA21 portal.

21 CS KAUSHIK M JHAVERI 21 Digital Signature on DIN Form By Company Secretary/ Chartered Accountant / Cost Accountant (In whole time Practice) Secretary in whole time Employment of existing Company in which the applicant is proposed to be a director

22 CS KAUSHIK M JHAVERI 22 New Amendment & Introduction - Copy of the verification by applicant in Form DIN - 1 The format of verification is provided in the Annexure – 1 to DIN Form The attesting professional has to certify the following: 1. I hereby verify that I have satisfied myself about the identity of director/ designated partner based on the perusal of the original of the attached document. 2. I also verify having attested the photograph of the said person: 2. I also verify having attested the photograph of the said person: a. who is personally known to me or, a. who is personally known to me or, b. who met me in person along with the original of the attached document. b. who met me in person along with the original of the attached document. 3. It is further certified that all requirement attachments have been completely attached to this application. Affidavit from the applicant has to be notarized : a. Indian Applicant – On non- judicial stamp paper of Rs. 100/- b. Foreign Applicant - In the Home Country of the Applicant

23 CS KAUSHIK M JHAVERI 23 VERIFICATION OF THE APPLICANT IN CASE OF FORM DIN – 1 AS PER ANNEXURE 1 OF THE DIN RULES I, _______, (name of applicant) Son/ Daughter* of ________ (applicants fathers name), born on _______, (date of birth), resident of _________ (present residential address of the applicant) hereby confirm and verify that the particulars given in the Form DIN – 1 are true and correct and also are in agreement with the documents being attached to the Form DIN -1. I further confirm that: (i)The photograph and documents being attached to the Form DIN – 1 belong to me. I further confirm that all required documents have been duly attested by me or duly attested by either Public Notary or a Gazetted officer of a Government and are attached to the Form DIN-1 and (ii)I am not restrained /disqualified/ removed of, for being appointed as director of a company under the provisions of Companies Act, 1956 including Sections 203, 274, 284 and 388 (E) of the said Act or for being appointed as a designated partner of a Limited Liability Partnership under the provisions of the Limited Liability Partnership Act, 2008 including section 5 of the said Act and. (iii)I have not been declared as proclaimed offender by an Economic Offence Court or Judicial Magistrate Court or High Court or any other Court and (iv)I have not been already allotted a Director Identification Number (DIN) under Section 266B of the Companies Act, 1956 or a Designated Partner Identification Number (DPIN) under section 7 of the Limited Liability Partnership Act, (v)Mr./Ms _____ CA/ CS/ CWA in practice has been authorized to digitally sign DIN application on my behalf. *Note: Strike out whichever is not applicable. Signature: (name)

24 CS KAUSHIK M JHAVERI 24 Upon upload and successful payment, In case Form DIN 1 is signed by a practising professional and details have not been identified as potential duplicate, Approved DIN shall be generated and if the details have been identified as potential duplicate, Provisional DIN shall be generated. In case Form DIN 1 is signed by a practising professional and details have not been identified as potential duplicate, Approved DIN shall be generated and if the details have been identified as potential duplicate, Provisional DIN shall be generated.

25 CS KAUSHIK M JHAVERI 25 In case Form DIN 1 is signed by Secretary (who is member of ICSI), in whole-time employment, of existing company in which applicant is proposed to be Director or details have been identified as a potential duplicate, provisional DIN shall be generated. In case Form DIN 1 is signed by Secretary (who is member of ICSI), in whole-time employment, of existing company in which applicant is proposed to be Director or details have been identified as a potential duplicate, provisional DIN shall be generated. In this case, the MCA DIN cell will examine the e-Form DIN 1 and same shall be disposed of within one or two days. In this case, the MCA DIN cell will examine the e-Form DIN 1 and same shall be disposed of within one or two days.

26 CS KAUSHIK M JHAVERI 26 Sr. No. Indian Director Foreign Director 1. Pan Card is mandatory as proof. Passport is mandatory in case of Foreign Director 2. Proof of Fathers name is mandatory to be provided. Proof of Fathers name is not mandatory. 3. Proofs can be self attested, notarized or can be attested by Practicing CA or CS Proofs can be self attested, notarized or can be attested by Practicing CA or CS Proofs has to be notarized in Home country in case of prospective Foreign directors or it can be attested by Managing Director /CEO/ CS in Employment, if any for existing Directors Proofs has to be notarized in Home country in case of prospective Foreign directors or it can be attested by Managing Director /CEO/ CS in Employment, if any for existing Directors

27 CS KAUSHIK M JHAVERI 27 Purpose : For making following correction / Change in approved DIN a. Director Name/ Designated Partner Name. b. Fathers Name. c. Nationality d. Date of Birth e. Gender f. Income – Tax PAN g. Voters Identity Card Number h. Passport Number i. Driving License Number j. ID/ Mobile k. Permanent residential address l. Present residential address. m. Photograph n. Residential Status o. Verification as per Annexure 1 of DIN rules. p. Verification as per Annexure 2 of DIN rules 2. Select the type of change(s). Based on the type of change, appropriate fields) shall be enabled.

28 CS KAUSHIK M JHAVERI No filing fees 2. No requirement for physical submission of DIN documents at DIN Cell, NOIDA 3. It shall be mandatory to enter following in all cases: i. ID and i. ID and ii. mobile number ii. mobile number 4. Copy of Verification by the director to be attached as mentioned in Annexure – 2 5. The attesting professional has to certify the following: 1. I hereby verify that I have satisfied myself about the identity of director/ designated partner based on the perusal of the original of the attached document. 2. I also verify having attested the photograph of the said person: 2. I also verify having attested the photograph of the said person: a. who is personally known to me or, a. who is personally known to me or, b. who met me in person along with the original of the attached document. b. who met me in person along with the original of the attached document. 3. It is further certified that all requirement attachments have been completely attached to this application..

29 Verification of director/ designated partner in case of Form DIN-4 as per Annexure- 2 of the DIN rules I, … (name of director/ designated partner), Son/Daughter* of …………. (directors/ designated partners fathers name), born on…….. (date of birth), resident of ………….…….. (present residential address of the director/ designated partner) hereby confirm and verify that the particulars given in the Form DIN-4 are true and correct and also are in agreement with the document being attached to the Form DIN-4. (i) I have applied for change of:- a) Director/ Designated Partner Name (along with proof and in case of change of name a copy of Notification published in the Gazette) b) Fathers name (along with proof) c) Nationality (along with proof) d) Date of Birth (along with proof and in case of change in date of birth, copy of Notification published in the Gazette) e) Gender (along with proof) f) Income –Tax Permanent Account Number (along with proof) g) Voters Identity Card Number (along with proof) h) Passport Number (along with proof) i ) Driving License Number (along with proof) j) ID/ Mobile (along with declaration) k) Permanent residential address (along with proof) l) Present residential address (along with proof) m) Photograph of director/ designated partner n) Residential status o) Verification as per Annexure-1 of DIN rules p) Verification as per Annexure-2 of DIN rules I further confirm that (ii) The photograph and document attached to the Form DIN-4 belongs to me. I further confirm that all required documents have been duly attested by me or duly attested by either Public Notary or a Gazetted Officer of a Government and are attached to the Form DIN-4 and (iii) I am not restrained/ disqualified/ removed of, for being appointed as director of a company under the provisions of Companies Act, 1956 including Section 203, 274, 284 and 388 (E) of the said Act or for being appointed as a designated partner of a limited liability partnership under the provisions of the Limited Liability Partnership Act, 2008 including section 5 of the said Act and (iv) I have not been declared as proclaimed offender by any Economic Offence Court or Judicial Magistrate Court or High Court or any other Court and (v) I have no any other allotted Director Identification Number (DIN) other than DIN in which changes are intimated under Section 266 B of the Companies Act, 1956 or a Designated Partner Identification Number (DPIN) under section 7 of the Limited Liability Partnership Act, (vi) Mr/ Ms ……………… CA/ CS/ CWA in practice has been authorised to digitally sign DIN application on my behalf. *Note: Strike out whichever is not applicable. Signature: (Name) 29CS KAUSHIK M JHAVERI

30 30Sr.No DIN Form Matter Time Limit of Filing Filing Fees 1 DIN 1 Application for Allotment of DIN It has to be applied before being appointed as Director. Rs. 100/- for each Application 2 DIN 2 Intimation of allotment of DIN to the Company by the Director Within One Month of receipt of intimation from Central Government Not Applicable 3 DIN 3 Intimation of DIN by the Company to the Registrar Within one week of receipt of intimation from Directors Based on Authorized Share Capital ** DIN 2 and DIN 3 is applicable only if date of appointment is before ** DIN 2 and DIN 3 is applicable only if date of appointment is before DIN 4 Intimation of Change in particulars of Director to be given to the Central Government Within 30 days of date of change in particulars. Not applicable

31 Amendments in Form 18 Form 18 revised to include the following point: whether registered office is : 1. owned by director. 2. owned by company. 3. owned by any other entity 4. taken on lease. Following documents to be attached in form 18: 1. Proof of registered office address 2. NOC from director if registered office owned by director 3. A proof that company is permitted to use registered office if it is owned by other entity 4. Copy of the Regional Director order (if shifting of registered office is from one state to another or change from one ROC to another within the same state)

32 CS KAUSHIK M JHAVERI 32 Sr. No Cases of Change in Registered Office Nature of Approval require Nature of Resolution Forms Applicable. Which Region CLB involved 1.Thane to Mulund???? 2.Dahisar to Mira road ???? 3.Coimbatore to Chennai ???? 4.Dahisar to Vashi???? 5.Mumbai to Ahemdabad ???? 6.Pune to Mumbai???? 7.Mumbai to Punjab???? 8Delhi to Haryana (ROC Delhi) ????

33 CS KAUSHIK M JHAVERI 33 LocationSectionForms ApplicableTime Limit Resolution require Change within the local limit of City, town or Village. Sec 146Form 1830 DaysBoard resolution Change outside the Local Limit of City, town or Village Sec 146i. Form 18 ii. Form Days 1. Board Resolution 2. Special Resolution Change of Registered office from jurisdiction of one ROC to Jurisdiction of another ROC within a same state. Section 17A i. Form 18 ii. Form 23 iii. Form 1AD 30 Days 1. Board Resolution 2. Special Resolution 3. RD Approval Change of Registered office from One State to Another State Form 17 i. Form 18 ii. Form 23 iii. Form 24AAA 30 Days 1. Board Resolution 2. Special Resolution 3. Central Government Approval (Delegated power from CLB to RD vide Notification dated )

34 CS KAUSHIK M JHAVERI 34 There are Five different Situation in Shifting of Registered office of the Company. 1. Change within local limit of City, Town or Village 2. Change outside Local Limits of City, town or Village 3. Change in office of ROC within same State. 4. Change in state within office of same ROC. 5. Change in State outside office of existing ROC.

35 CS KAUSHIK M JHAVERI 35 Form 32 can be filed for following purposes. Appointment Change in Designation Resignation Vacation of Office Removal etc. Approved DIN number and Active ID of the Director is Mandatory to File Form 32 As per New introduced Form 32 on 14 th March, 2010, Directors resigned before and not obtained DIN can also intimate to ROC regarding resignation without obtaining DIN

36 CS KAUSHIK M JHAVERI 36 Sr. No Type of FormTime LimitFeesAttestation of Practising Professionals 1.Form 8 for Creation of Charge i. 30 Daysi. Normal feesAttestation of CA/CS is now required ii. Additional 30 days.ii. Late fees iii. If delay is for more than 60 days iii. CLB petition u/s 141 for condonation of Delay 2.Form 8 for Modification of charge i. 30 Daysi. Normal feesAttestation of CA/CS is now required ii. Additional 30 days.ii. Late fees iii. If delay is for more than 60 days iii. CLB petition u/s 141 for condonation of Delay 3.Form 17- Satisfation of Charge i. 30 Daysi. Normal feesAttestation of CA/CS is required ii. If delay is for more than 30 days iii. CLB petition u/s 141 for condonation of Delay

37 CS KAUSHIK M JHAVERI As per Sec 224(5), The First Auditor of the Company shall be appointed by the Board of Directors within one month of the date of registration of the Company. 2. It is mandatory for the company to inform to Auditor about his re- appointment within 7 days of AGM in which he has been appointed. [Sec.224(1)] 3. Form 23B has to be filed by Auditor within one month of the receipt from the company of the intimation of his re-appointment, with ROC about his re-appointment as Auditor.[Sec.224(1A)] 4. Form 23B has to be filed before filing of Form 23AC, as SRN no. of form 23B is pre-requisite for filing E- Form 23AC.

38 CS KAUSHIK M JHAVERI Re - appointment letter received from the Company is to be scanned and attached to E-form 23B 6. Now ROC fees is to be paid on filling of Form 23B vide circular dated 21 st June, ROC fees payable on filling of Form 23B is based on the Authorised Capital of The Company. (The same can be calculated through fees calculator available on MCA site. ) (Earlier no fees was payable on filling of Form 23B) Incoming auditor has to ensure filing and provide SRN to Company Secretary/ Management.

39 CS KAUSHIK M JHAVERI 39 Every Company incorporated under the Companies Act 1956, are required to file Balance Sheet (us/ 210), Annual return (u/s 159) and Compliance Certificate (u/s 383 A (1)), as applicable Sr. No. DocumentFormsApplicability 1Balance-SheetForm 23ACall Companies 2Profit & Loss Account/ Income & Expenditure Statement Form 23ACAall Companies 3Annual ReturnForm 20BCompanies having share capital 4Annual ReturnForm 21ACompanies without share capital 5Compliance CertificateForm 66Companies having paid up capital of Rs. 10 lakhs & more but less than to Rs. 5 Crore (As per Circular dated 15 th March, 2009)

40 CS KAUSHIK M JHAVERI 40 Purpose: Form 66 – Form for filing Compliance Certificate with Registrar Filed by : the company Filing Fees : Based on Authorized Share Capital Due Date of filing : within 30 days from the date of Annual General Meeting.

41 CS KAUSHIK M JHAVERI 41 Purpose : Form 23AC - Form for filing Balance Sheet and other documents with the Registrar Form 23ACA - Form for filing Profit and Loss account and other documents with the Registrar Filed by: the company Filing Fees : Based on Authorised Share Capital Due Date of filing: within 30 days from the date of Annual General Meeting.

42 Revised Form 23AC In case the start date of financial year is on or after , then details are to be entered in BALANCE SHEET (As per Schedule VI to the Companies Act, 1956 applicable for the financial year commencing on or after ) In case start date of financial year is before , then details are to be entered in BALANCE SHEET (Applicable for financial year commencing before ) (Applicable only in case of pending filing of previous year upto ) CS KAUSHIK M JHAVERI42

43 Highlights of e-Form 23AC: (Related to Balance sheet) Sr. No. Page No. of revised Form 23AC Revision in Form 23ACPrevious Form 23AC 1.Pg. No. 4 Category of auditors whether individual or firm is required to be mentioned. In case of firm, name and membership number of member representing the firm is to be mentioned. No such category was provided 2. Pg. no. 5Details of Money received against share warrants needs to be filled up No such details was required 3.Pg. no. 5 Details of Non Current Liabilities is to be provided under following heads: 1.Long term borrowings 2.Deferred tax liabilities. 3.Other long term liabilities 4.Long Term provisions Break up of Secured Loan and Unsecured Loan was required 4. Pg. no.5 Details of Current Liabilities : 1.Short term borrowings 2.Trade Payables 3.Other Current Liabilities 4.Short term provisions The details of Current Liabilities and Provision were shown under the heading of Application of Funds. CS KAUSHIK M JHAVERI43

44 Highlights of e-Form 23AC: (Related to Balance sheet) Sr. No. Page No. of revised Form 23AC Revision in Form 23ACPrevious Form 23AC 5. Pg. no. 5 Details of Assets divided as Non Current Assets and Current Assets No such bifurcation was required 6. Pg. no. 5 Details of Fixed Assets is to be provided under the following heads: Tangible asset Intangible asset Capital work in progress Intangible asset under development Separate details of Intangible assets and Intangible asset under development was not required 7. Pg. no.5 Non - current Investment is to be shown separately, while current investment is to be mentioned in current asset. No such bifurcation was required 8 Pg. no. 6Long term loans and advances and Other non- current assets to be mentioned No such bifurcation was required 9. Pg. no. 7 & 8 Details of following schedules of balance sheet is to be provided separately: 1.Long Term Borrowing (unsecured) 2.Short Term Borrowing (unsecured) 3.Long Term Loans and advances (unsecured, considered good) 4.Long Term loans and advances (doubtful) 5.Trade receivables Earlier it was not required to provide the details of schedules of Balance Sheet CS KAUSHIK M JHAVERI44

45 Highlights of e-Form 23AC: (Related to Balance sheet) Sr. No.Page No. of revised Form 23AC Revision in Form 23ACPrevious Form 23AC 10.Pg. no. 8 & 9 Total number of Financial Parameters are extended to 45 Earlier financial parameters were only Pg. 9 Details of Share Capital Raised during the reporting period: 1.Private placement arising out of conversion of debentures/ preference shares & other private placement 2.Preferential allotment arising out of conversion of debentures / preference shares and Other preferential allotment 3.Employee Stock Option Plan (ESOP) Earlier there was no such bifurcation was required for following: 1. Private Placement 2. Preferential allotment 3. ESOP details was not required 12. Pg. no. 10 Details w.r.t Companies (Auditor's Report) Order, 2003 (CARO) is required to be provided No such details were required to be provided. 13. Pg. no. 11 Details related to cost audit of principal products or activity groups under cost audit is to be filled up No such details were required to be provided. CS KAUSHIK M JHAVERI45

46 Highlights of e-Form 23ACA: (Related to P & L Account) Sr. No. Page No. of revised Form 23ACA Revision in Form 23ACAPrevious form 23ACA 1. Pg. no. 2 & 3 Details of consumption of stores & spare parts now shifted into Financial Parameters. Following other details to be provided: i.Profit before exceptional and extraordinary items and tax ii.Details of exceptional items iii.Extraordinary items iv.current and deferred tax profit/loss from continuing / discontinuing operations No such details were required to be provided 2. Pg. no. 5Details of Schedule of earning in Foreign Exchange and expenditure is to be provided Only amount of earning of foreign exchange and expenditure was to be provided 3. Pg. no. 5Details of Principal products or services of the company. The list of ITC/ NPCS code is provided on the MCA website Earlier no such list was provided CS KAUSHIK M JHAVERI46

47 CS KAUSHIK M JHAVERI 47 If the file size of Form 23AC exceeds 2.5MB,use the Additional Attachment Sheet available in the Annual Filing Corner of MCA Portal Step by Step Process for Additional Attachments to form 23AC : 1. If the size of Form 23AC exceeds 2.5 MB, remove some attachments or split and attach only a small part of the attachment to limit the Form size to 2.5 MB. You can upload the remaining/ other parts of attachments separately using Additional Attachment Sheet as below.

48 CS KAUSHIK M JHAVERI Enter the CIN and click Pre-fill button to automatically fill the name and address of the Company in the eForm. 3. Fill the date of relevant Balance Sheet. 4. Select the type of document from the dropdown list and click Attach button to browse and select the file to be attached. At a times we can attach only 5 documents 5. Fill the signatory details i.e. Designation and DIN/ Membership No. 6. Affix the Digital Signature Certificate of the signatory

49 CS KAUSHIK M JHAVERI Click Verify button. In case of any error, rectify the same and repeat this step. 8. Please ensure that size of Additional Attachment Sheet does not exceed 2.5 MB. 9. If there are more than 5 attachments, then follow (2 to 7) steps once again. We can upload maximum two Additional Attachment Sheet against one Form 23AC. 10. After uploading of Form 23AC on MCA portal, system will prompt for following options: - File Form 23ACA - File additional attachments to Form 23AC 11. Select the second option and upload saved Additional Attachment Sheet.

50 CS KAUSHIK M JHAVERI After uploading of one Additional Attachment Sheet, system will again prompt for making a selection. If we have the second Additional Attachment Sheet for uploading, select the second option again and upload the same. Otherwise select the first option and upload Form 23ACA to complete the filing and proceed to payment option screen. 13. If we have uploaded two Additional Attachment Sheets system will prompt you to file Form 23ACA to complete the filing and proceed to payment option screen. 14.In Form 23AC,23ACA and Form 20B at place for membership number or COP number of Practising Professional, Put COP number only as the membership number is not accepted by the system. 15. If Balance Sheet figures are in Thousand, In 23AC, 23ACA put original figures in Rs. And not the converted figures from Thousand to Rupees.

51 CS KAUSHIK M JHAVERI 51 Applicability: (Phase I) i. All companies listed with any Stock Exchange(s) in India & their Indian Subsidiaries; or ii.All Companies having paid up capital of Rs. 5 Crores and above; or iii.All Companies having turnover of Rs. One Hundred Crores and above; or iv.All companies who were required to file their financial statements for FY , using XBRL mode. (Any change in status of above applicability subsequently will also have to file the forms in XBRL form) For Financial Statements closing on or after

52 CS KAUSHIK M JHAVERI 52 Companies falling under following categories are exempted: (Vide MCA Circular 16/2012 dated ) 1. Banking Companies 2.Insurance Companies 3.Power Companies 4.Non – Banking Financial Companies (NBFCs)

53 CS KAUSHIK M JHAVERI 53 Verification & Certification of the XBRL Document : 1.Practising Company Secretaries 2.Practising Chartered Accountant 3.Practising Cost Accountant

54 CS KAUSHIK M JHAVERI 54 Purpose: Form 20B – for Companies having a share capital Form 21A- for Companies not having share capital Filed by : the company Filing Fees : Based on Authorized Share Capital Due Date of filing : within 60 days from the date of Annual General Meeting.

55 CS KAUSHIK M JHAVERI 55 Date of AGM and Due date of AGM should match with uploaded Form 23AC and 23ACA, otherwise the Form will not get accepted on Portal Indebtedness Figure to be shown in rupees and as on the date of AGM. Details of All the Directors on Board as on the date of AGM to be filed up in Form 20B. Details of Directors who have resigned from the last AGM to current AGM to be filled in Column V, point 13. Mandatory Attachments Manually signed Annual Return (Schedule V)

56 CS KAUSHIK M JHAVERI 56 Number of Members in Master Data is to be corrected every year before filing Form 21A Statement of Indebtedness as on the date of AGM is mandatory to Attach in this Form. Mandatory Attachments. Manually signed Form 21A in a prescribed format Indebtedness Figure statement as on the date of AGM List of members as on the date of AGM.

57 CS KAUSHIK M JHAVERI 57 Sr. No. FormsPre-requisite SRN No. of : Matter 1.Form 18Form 23In case of change in registered office from i. the local limit of one city, town or village to another city town or village 2.Form 18Form 1ADIn case of change in registered office from i. From Jurisdiction of One ROC to another ROC, within the same state. 3.Form 1ADForm 23In case of change in registered office from i. From Jurisdiction of One ROC to another ROC, within the same state. 4.Form 18Form 21In case of change in registered office from i. One state to another state 5.Form 1BForm 23In case of Change of name of Company

58 CS KAUSHIK M JHAVERI 58 Sr. No. FormsPre-requisite SRN No. of : Matter 6.Form 5Form 23In case of Increase in authorized capital with alteration in Articles of Association. 7.Form 2Form 23In case of Special Resolution passed u/s 81 8.Form 23ACForm 66In case Compliance Certificate is applicable to the Company, Paid SRN number of Form 66 to be filled in Form 23AC

59 E-form Application & Fees Sr. No. Applicabl e e-form PurposeFiled withROC filing fees (Rs.) 1.24AApplication u/s 297 – Prior Approval from Concerned Regional Director Concerned Regional Director 2, AAAPetition u/s 17 – Shifting of Registered Office Concerned Regional Director 2, ABApplication u/s 295 – Form for filing application for giving loan, Providing security or guarantee in connection with loan MCA New Delhi, Shastri Bhavan 2, AApplication to CG for approval of appointment or reappointment and remuneration or increase in remuneration or waiver of excess payment of Managing or whole -time director or manager MCA New Delhi, Shastri Bhavan (Central Government) 2,000 59

60 CS KAUSHIK M JHAVERI 60 SR. NO.DESCRIPTIONE-FORMS Approval Services (Headquarters ) 1.Application to Central Government for modification in the matters to be stated in the company's balance sheet or profit and loss account Form 23AAA 2.Application for exemption from attaching the annual accounts of the subsidiary companies Form 23AAB 3.Application to Central Government for not providing depreciation Form 23AAC 4.Form of application for approval for declaration of dividend out of reserves Form [u/s 205A (3)]

61 CS KAUSHIK M JHAVERI 61 SR. NO.DESCRIPTIONE-FORMS APPROVAL SERVICES (HEADQUARTERS ) 5.Form of application to the Central Government for appointment of cost auditor Form 23C COMPLIANCE RELATED FILING 6.Information by Auditor to RegistrarForm 23B 7.Return of appointment of Managing Director or Whole time Director or Manager Form 25C 8.Form for filing cost audit report and other documents with the Central Government Form (Form 1- CAR)

62 CS KAUSHIK M JHAVERI 62 SR. NO.DESCRIPTIONE-FORMS Annual Filing E- forms 9.Form for filing balance sheet and other documents with the Registrar Form 23AC 10.Form for filing Profit and Loss account and other documents with the Registrar Form 23ACA 11.Form for filing annual return by a company having a share capital with the Registrar Form 20B 12.Particulars of annual return for the company not having share capital Form 21A

63 CS KAUSHIK M JHAVERI 63 Pay Later facility has been provided to the User on the payment gateway of the MCA portal. (mca.gov.in) A Payment Option Pay Later facility has been provided to the stakeholder, which will allow the user to upload the form in one step and do the payment at a later point of time (within 7 days of uploading the form) through Credit Card/Net Banking. Initially Pay Later facility was not available on MCA portal. The User who used to upload Forms on the portal only need to make payment immediately on uploading

64 Kaushik M. Jhaveri Kaushik M. Jhaveri & Co., Practising Company Secretary 407,Kapadia Chambers, 599, JSS Road, Next to Maheshwari Bhavan, Marine Lines (East), Mumbai – Telephone: Cell No.: id: CS KAUSHIK M JHAVERI 64


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