Forms Applicable to Private Companies Under The Companies Act,2013 CPE Meeting, ICAI Alleppey Branch on 30.01.2019

Bigger ** Better ** Bolder Highlights Filing of commencement of business made mandatory for Cos incorporated after 02.11.2018 in INC 20A Late filing/Non filing will attract late fee/addl fees. Bigger ** Better ** Bolder

Highlights Annual Filing - Additional filing fee made Rs 100 per day starting from the day after due date and ending till the date of filing return. Non filing of annual forms on time will result in denial of exemptions to Private Limited Companies Bigger ** Better ** Bolder

E filing Process Identify, download and fill up the relevant form Attach documents in PDF mode Class 2/equivalent Digital Signature to be used for signing by professional and Director Generation of challan Bigger ** Better ** Bolder

E filing Process Payment of Challan in offline/online mode Resubmit with additional information/clarification if sought Approval of form by Roc/relevant authority other than for STP Forms Issue of Certificate by MCA in applicable cases. Bigger ** Better ** Bolder

Pre Requisites in E filing of MCA Forms  KYC updation must be complete Director must not be disqualified Valid Digital Signature

Pre Requisites in E filing of MCA Forms Registration of DSC with MCA portal Condonation sought where the relevant form filed beyond 270 days

Scope of Professional Certification   Rule 8(7) of Companies (Registration Offices and Fees) Rules, 2014 states that it shall be the sole responsibility of the person who is signing the e-form and professional who is certifying the form to ensure that all the required attachments relevant to the form have been attached completely and legibly as per provisions of the Act, and rules made Bigger ** Better ** Bolder

Scope of Professional Certification   Rule 8(9) of the Companies (Registration of Office & Fees) Rules,2014 states that where any instance of filing document, application or return etc., containing a false or misleading information or omission of material fact, requiring action under section 448 and 449 is observed , the person shall be liable under section 448 and 449 of the Act Bigger ** Better ** Bolder

Scope of Professional Certification   Rule 8(6) of the Companies (Registration of Office & 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 authorised person Bigger ** Better ** Bolder

Authority to initiate action against Professionals   MCA vide its circular no. 10/2014 dated 07.05.2014 has clarified that Regional director/ ROC would initiate action under section 448 and 449 of the Act in the cases of submitting false or misleading or incorrect information. Bigger ** Better ** Bolder

Classification of Forms Incorporation of Companies & Matters Incidental thereto Issue, Allotment & Transfer of Securities Acceptance of Deposits Bigger ** Better ** Bolder

Classification of Forms Registration/Modification of Charges Audit & Auditors Meetings of Board Bigger ** Better ** Bolder

Classification of Forms Appointment/Change in Directors Annual Filing Strike off of Companies u/s 248(2) Bigger ** Better ** Bolder

Incorporation and related MCA Forms

Incorporation and related MCA Forms Incorporation of a Private Company other than OPC E Forms Spice 32 – Incorporation Spice 33 – e Memorandum of Association Spice 34 – e Articles of Association

Incorporation and related MCA Forms Incorporation of a Private Company other than OPC E Forms INC 22 – Intimation of Registered Office Address INC 20A – Filing on Commencement of Business

Incorporation and related MCA Forms Incorporation of a Private Company other than OPC Non E Forms DIR 2 – Consent of Director INC 9 – Declaration by Directors & Subscribers INC 8 – Declaration by professional Declaration by First Subscribers

Incorporation and related MCA Forms Change in Name and Registered Office Address E Forms INC 24 – Application seeking permission for change in name INC 23 – Shift in Registered Office from one state to another INC 28 – Filing of Order of Regional Director permitting change in Registered Office

Registration/Modification of Charges

Registration/Modification of Charges E Forms CHG 1 – Registration of Charge other than Debentures CHG 9 – Registration of Charge for Debentures CHG 2 –Certificate of Registration of charges

Registration/Modification of Charges E Forms CHG 3 – Certificate of modification of charges CHG 4 – Intimation of satisfaction of charge CHG 5 – Charge satisfaction certificate issued by Registrar

Registration/Modification of Charges E Forms CHG 6 –Intimation of Receiver or manager for property subject to charge to ROC CHG 8 – Condonation application for filing creation/modification/satisfaction of charge

Acceptance of Deposits

Acceptance of Deposits E Forms DPT 3 – Return on Deposits Non E Form DPT 1 – Invitation of Deposits from Members

Management & Administration

Management & Administration E Forms MGT 14 – Filing of Resolutions & Agreements Non E Form MBP 1 – Disclosure of Interest by Director MBP 2 – Register of Loan and Guarantee MBP 3 – Register of Contract or Arrangement in which Director interested

Appointment/Change in Directors

Appointment/Change in Directors E Forms DIR 3 – Application for DIN DIR 3C – Intimation by Company to ROC on receipt of DIN DIR 3 KYC – Application for KYC of Directors DIR 5 - Surrender of DIN DIR 6 – Application for change in DIN DIR 9 – Intimation of Disqualification by company to Roc

Appointment/Change in Directors Non E Form DIR 2 – Consent to act as Director DIR 3 A– Declaration where name doesn’t contain last name DIR 3B – Director to intimate DIN to company DIR 8 - Intimation on disqualification by Director to company DIR 10 – Application for Removal of Disqualification DIR 11 – Intimation on resignation by Director to ROC DIR 12 – Intimation on Change in directorship to ROC

Strike off of Companies u/s 248(2)

Strike off of Companies u/s 248(2) E Forms STK 2 – Removal of Name Non E Form STK 3 Indemnity Bond by Directors Notarised STK 4 Affidavit by Directors Notarised

Strike off of Companies u/s 248(2) Attachment Statement of Affairs Board Resolution Consent by Shareholders holding 75% shares Address & Id proof of Directors attested

Audit & Auditors

Audit & Auditors E Forms ADT 1 – Appointment of Auditor ADT 2 – Application for Removal of Auditor ADT 3 – Resignation of Auditor Non E Form ADT 4 – Reporting of Fraud to Central Govt.

Securities – Enhancement, Allotment & Transfer

Securities – Enhancement, Allotment & Transfer E Forms SH 7– Enhancement of Authorised Capital PAS 3 – Allotment of Securities

Securities – Enhancement, Allotment & Transfer Non E Form PAS 4 – Private Placement offer letter PAS 5 – Record of Private Placement offer letter SH 1 – Format of Share Certificates

Securities – Ehancement, Allotment & Transfer Non E Form SH 2 – Issue of Duplicate Share Certificates SH 4 – Instrument for Transfer of Securities

Annual Filing

Filing of Financial Statements Relevant Forms : AOC 1 - Statement on Subsidiaries AOC 2 - Related Party transactions AOC 3 - Abstract of Accounts AOC 4 - Filing of financial statements AOC 4 CFS - Filing of consolidated financial statements Bigger ** Better ** Bolder

Relevant Non e-Forms Form AOC 1 Form AOC 2 Form AOC 3 Form MGT 9 Bigger ** Better ** Bolder

Filing of Financial Statements Financial Statements of a company : Financial Statements as defined u/s 2(40) including the consolidated financial statements prepared under Schedule III Auditors Report Bigger ** Better ** Bolder

Filing of Financial Statements Event Due Date Financial statements adopted at an AGM Within 30 days of AGM Financial statements adopted by member of One Person Company Within 180 days from the close of the financial year Financial statements not adopted at an AGM or AGM adjourned (ROC will consider such financial statements as provisional) Within 30 days from the date of AGM Financial statements adopted at an adjourned AGM Within 30 days from the date of adjourned AGM Bigger ** Better ** Bolder

Filing of Financial Statements Documents to be filed & attached with AOC 4 Financial statements of the subsidiary or subsidiaries, incorporated outside India and which doesn’t have a place of business in India should be filed by way of attachment. Bigger ** Better ** Bolder

Filing of Financial Statements Documents to be filed & attached with AOC 4 Statement of reason for not holding AGM if any. CSR Policy, CSR Report etc Bigger ** Better ** Bolder

Filing of Financial Statements Documents to be filed & attached with AOC 4 Board’s Report u/s 134. Copy of Profit and Loss Account duly authenticated as per section 134. Non holding of AGM calls for intimating ROC along with reasons thereof. Bigger ** Better ** Bolder

Filing of Financial Statements Form Certification AOC - 1 Certified in the same manner as the financial statements are certified. AOC-2 Form shall be signed by the persons who have signed the Board’s report. AOC-3 AOC -4 Verification by Managing Director /Director /Manager/Secretary of the company Bigger ** Better ** Bolder

Statutory Registers MGT 1 – Register of Members   MGT 1 – Register of Members MGT 2 – Register of Debenture holders/other securities holder Register of Director and Key Managerial Personnel and their shareholding Bigger ** Better ** Bolder

Statutory Registers   SH 2 – Register of Renewed and Duplicate share certificate SH 3 – Register of Sweat Equity Shares SH 6 – Register of Employee Stock Option Bigger ** Better ** Bolder

Statutory Registers   SH 10 – Register of Shares/other securities bought back CHG 7 – Register of Charges MBP 2 – Register of Loans, Guarantee, Security And Acqisition Made By Company Bigger ** Better ** Bolder

Statutory Registers   MBP-3 : Register of Investment Not Held In Its Own Name By The Company MBP-4 : Register of Contracts With Related Party And Contracts And Bodies Etc. In Which Directors Are Interested Bigger ** Better ** Bolder

Consequences of non filing of Financial Statements Denial of exemption available to Private Limited Cos MCA Notification 13.06.2017 read with 05.06.2015 * Startup Cos not required to file cash flow statement * Preparation of IFC Report Bigger ** Better ** Bolder

Consequences of non filing of Financial Statements Penal Provisions Disqualification of director u/s 164(2) Vacation of Office of Directorship Bigger ** Better ** Bolder

Non Compliance in filing of Financial Statements Penal Provisions   For Company : Rs 1,000/- for every day for which the default continues and shall not be more than Rs 10 Lakhs For Officers : Imprisonment of 6 months or fine of Rs 100,000 with may extend to Rs 5,00,000/- or with both Bigger ** Better ** Bolder

Checklist on Compliance for OPC & Small Companies   E form /Non E form Due date of filing AOC 4 Within 30 days from the date of AGM MGT 7 Within 60 days from the date of AGM AOC 2 MGT 9 ADT 1 Within 15 days from the date of appointment/reappointment Bigger ** Better ** Bolder

Fees Schedule Normal Fees Authorised Capital Normal Fees   Normal Fees Authorised Capital Normal Fees Upto Rs 1 Lakh 200/- > Rs 1 Lakh and < Rs 5 Lakhs 300/- > Rs 5 Lakh and < Rs 25 Lakhs 400/- > Rs 25 Lakh and < Rs 100 Lakhs 500/- > Rs 100 Lakh 600/- Bigger ** Better ** Bolder

Fees Schedule Normal Fees   Normal Fees Additional Fees w.e.f 01.07.2018 Rs 100 per day Bigger ** Better ** Bolder

Shawn Jeff Christopher FCA,DISA JVR & Associates, Chartered Accountants Bigger ** Better ** Bolder