MCA update on NBFC Annual Filings dated 31.01.2020

MCA Update on NBFC Annual Filing :

Relaxation of additional fees and extension of last date of filing of AoC-4 NBFC (Ind AS) and AoC-4 CFS NBFC (Ind AS) for FY 2018-19 under the Companies Act, 2013 -

MCA vide general circular No. 02/2020 dated 31.01.2020 has introduced two new forms on MCA Portal.

1.      AOC – 4 NBFC (Ind AS)                 - deployed w.e.f. 31.01.2020

2.      AOC – 4 CFS NBFC (Ind AS)         – deployed w.e.f. 17.02.2020

And it has been to extend the last date for filing AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS) for all eligible Companies for the FY 2018-19 without additional fees till 31^st March, 2020.

Link: http://www.mca.gov.in/Ministry/pdf/Circular_30012020.pdf

Annual filing (in-connection with AGM) _ An Overview

ROC Annual filing (in-connection with AGM):

1. Hold a Board Meeting:

·         To  Authorize the auditor for the preparation of financial statements.

·         To Authorize the Director / Company Secretary for preparation of Board Report and Annual Return and other relevant drafts.

2. Hold another Board Meeting

·         To approve the draft financial statements, Board Report and Annual Return

·         to fix the day, date, time and venue for the upcoming AGM.

Kindly Note that : Board Meeting intimation has to be sent to the directors physically / electronically at least seven days before meeting along with Agenda including notes to agenda thereof and  other necessary documents.

In case of Listed Company :

·         Intimation required to be sent to the Stock Exchange.

·         Press Release for Board Meeting in Newspaper and on website of the company

3. Conduct  Annual General meeting of the Company and pass the necessary resolutions.

Notice contained : Ordinary Resolutions (ADDA) and Special Resolutions.

Ø Some Important notes

·         Financial statement (standalone & consolidated both) shall be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be the managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director. (As per Section 134 of the Companies Act, 2013)

·         A clear 21 days’ notice for the general meeting shall be given to all the members, legal representatives of any deceased person, auditor, and every director of the company by physical or electronic mode. (As per Section 101 of the Companies Act, 2013)

·         The notice should also contain the location map of the venue of the general meeting as per Secretarial Standards and should be placed on the website if any. (As per Section 101 of the Companies Act, 2013)

Kindly note that the financial statements are considered final only when the same is approved by the shareholders of the Company at the Annual General Meeting.

E-Forms to be Filed for ROC Filing Return (AGM)

Name of E-form	Purpose of E-form	Due date of filing
Form ADT-1	Appointment of Auditor	15 days from the conclusion of AGM.
Form AOC-4 and Form AOC-4 CFS (in case of Consolidated financial statements)	Filing of Annual Accounts	30 days from the conclusion of the AGM (In case of OPC within 180 days from the close of financial year)
Form AOC-4(XBRL)	Filing of Annual Accounts in XBRL mode	30 days from the conclusion of the AGM
Form MGT-7	Filing of Annual Return	60 days from the conclusion of AGM.
Form CRA-4	Filing of Cost Audit Report	30 days from the receipt of Cost Audit Report
Form MGT-14	Filing of resolutions with MCA regarding Board Report and Annual Accounts	30 days from the date of Board Meeting

Board Meeting Requirements:

·         Notice of Board Meeting

·         Agenda

·         Notes to Agenda

·         Previous Meeting Minutes

·         Attendance Slip/Register

·         Notice of AGM

·         Directors Report

·         Financial Statements along with annexure,

·         Cost Audit Report

·         Independent Audit Report

General Annual Filing Forms Includes:

Form AOC-4 – Filing Financial Statements

Form MGT -7 : Annual Return (Shareholders List is mandatory)

ADT-1 : To appoint Auditors for Max. 5 years (form is not required to file for ratification)

Thanks & Regards

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Format _ ANNUAL SECRETARIAL COMPLIANCE REPORT

ANNUAL SECRETARIAL COMPLIANCE REPORT

OF

   …………………………….. LIMITED

                        For the year ended 31/03/20.....

(Pursuant to SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019)

We, M/s. ………………….., Company Secretaries, have examined:

(a)    all the documents and records made available to us and explanation provided by ………………………… Limited (“the listed entity”);

(b)    the filings/ submissions made by the listed entity to the stock exchanges;

(c)     website of the listed entity;

(d)   any other document/filing, as may be relevant, which has been relied upon to make this certification;

for the year ended 31^st March, 2019 (“Review Period”) in respect of compliance with the provisions of:

(a)    the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued there under; and

(b)    the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India (“SEBI”);

The specific regulations, whose provisions and the circulars/ guidelines issued there under, have been examined, include:-

(a)    Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b)    Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(c)     Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d)   Securities and Exchange Board of India (Buyback of Securities) Regulations,2018;

(e)    Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014;

(f)     Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(g)    Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013;

(h)    Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and based on the above examination, we hereby report that, during the review period:

(a)    The listed entity has complied with the provisions of the above regulations and circulars/ guidelines issued there under, except in respect of matters specified below:-

Sr. No.	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary

(b)     The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued there under insofar as it appears from our examination of those records.

(c)     The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued there under:

Sr. No.	Action taken by	Details   Of Violation	Details of action taken e.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
None

(d)   The listed entity has taken the following actions to comply with the observations made in previous reports:

This being the first reporting since the notification of the requirements to submit the report, reporting on actions to comply with the observations made in the previous reports do not arise.

Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended 31.03.2019	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
Not Applicable

For …………………………………

Company Secretaries

…………………………..

Practicing Company Secretary

Place:                                                   Membership No.: …….

Date:                                                    C.P. No.:…..

                                                                                                  UDIN:

Disclaimer:
IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.