OPC Annual Filing 2022: Compliances & Due Dates

OPC Annual Filing 2022: Compliances & Due Dates

q  Define One Person Company:

Sec 2(62) "One Person Company" means a company which has only one person as a member. 

For OPC: Return Filing Provisions & AGM

q  Section 137 of the Companies Act, 2013

One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty (180) days from the closure of the financial year. 

q  AGM not Applicable for OPC: Section 96

(1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.

q  OPC Annual Filings – Timeline and Key points:

One Person Company shall file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty (180) days from the closure of the financial year.  (Section 137 of the CA 2013).

§  AGM not Applicable for OPC: (Section 96.)

§  A person can be member in only one OPC.

§  The following 2 E - forms to be filed for Annual ROC filing is:

                                      i.      MGT-7 - Annual return

                                    ii.      AOC- 4 - Financial Statements, Balance Sheet & P&L Account

§  Due date for Annual Financial Statements (AOC-4): The due date for Annual Filing is 27.09.2022 (if FY ended on 31.03.2022)

§  Due date for Annual Return (MGT-7A): OPC does not require to hold AGM, yet the due date for filing Form MGT 7 shall be 60 days from the completion of the 6 months from the end of financial year, that means due date will be 60^th day from 27.09.2022.

Form MGT-7A is the form prescribed for Annual Return of One Person Company and Small companies. This form is applicable in respect of Annual Return for the F.Y. 2021-22 and onwards of OPC as defined under Section 2(62) of Companies Act, 2013, and small companies.

§  Penalty for non - submission with in due timeline: 

In case a return has not been filed, a Penalty (additional fees) will be levied from the due date (27.09.2022) of INR 100/- per day for each day for which default continue.   

For further query, please connect at +91 9625483520 / cslalitrajput@gmail.com

Disclaimer: Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

MCA Forms revised - MGT-7A & CSR 1 on 20.09.2022

MCA Forms MGT-7A & CSR 1 revised  on 20.09.2022

Ministry of Corporate Affairs on 20^th September, 2022 has revised the following forms:

1.      MGT-7A: Form for filing annual return by OPCs and Small company.         

2.      CSR-1: Registration of Entities for undertaking CSR Activities.

You are hereby requested to download the latest versions of the Forms (MFT – 7A and CSR -1) before filings.

Download the forms from: Click Here

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

 

 Stamp Duty Payment through MCA Portal:

Stamp duty for LLP Agreement should not be paid on MCA Portal. The Stamp Duty payable for LLP Agreement is a State subject and same may be paid as per the State Stamp Act.

Till the time specific Stamp Duty is prescribed in respective Stamp Act, the Stamp duty on LLP Agreement may be paid as per the stamp duty payable on partnership agreement in view of the Finance Bill, 2009.

MCA is providing opportunity to utilise the facility to pay stamp duty online / electronically via MCA Portal. To make a payment of stamp duty through MCA21 system, follow the steps given below:

(i)            Login to the MCA portal. When you login, select the Company option.

(ii)          Click the MCA Services tab. The list of MCA Services is displayed.

(iii)        Under the MCA Services tab, click the Pay Stamp Duty menu.

(iv)        The Pay Stamp Duty Fee page is displayed. In the SRN field, enter the SRN for which you want to make the payment.

(v)          Click the Submit button. The SRN details are displayed. If the SRN pertains to additional stamp duty payment, enter the additional fee details on this page.

(vi)        Click the Pay button. The Payment Options page is displayed.

(vii)      Select the payment option. Note: Refer the Payment Services section to learn to make payment using this payment option.

(viii)      You will be redirected to your bank’s website to make the payment. After the payment is made the Transaction Receipt is generated.

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

MCA - How to add multiple roles to User profile _ MCA V-3?

How to add multiple roles to User profile at MCA?

Yes, you can add multiple roles to your profile. However, this feature is only available for Registered users and Business users other than Company/LLP users. You can use the option ‘Add Role’ provided on the profile update page.

On clicking this option, you would be given an option to add following roles and provide requisite additional information:

a.       Director/Designated partner – DIN, DPIN (as applicable).

b.      Professional - Professional membership details such as Name of the Institute and Membership number (as applicable).

c.       Manager/Secretary/Authorized representative – PAN (if not provided earlier) and CIN/LLPIN/FCRN of the company/LLP where the user wants to be appointed as an authorized signatory will be asked. 

The request will then be forwarded to the respective Company/LLP user and their current Directors for authorization. Once authorized, the user will have access to the role. Refer use case 5 for authorization process.

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

Draft Board resolution for opening of a company Bank Account

Draft Board resolution for opening of a company Bank Account

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE ……….. (No. of meeting) MEETING OF THE BOARD OF DIRECTORS OF (NAME OF COMPANY) HELD ON ( DAY, DATE AND TIME )  AT ( PLACE – ADDRESS )

"RESOLVED THAT Account in the name of " NAME OF COMPANY " be opened with (Name and Address of the bank) ………………………. and following Authorized Signatories  are  hereby severally authorized to open  the said Account.

1. PLEASE ENTER ALL NAMES
2. –
3.  

Mode of operation to operate the said account will AS PER THE FOLLOWING :

PLEASE ENTER YOUR SIGNATORY MATRIX HERE

RESOLVED FURTHER THAT the said Bank be and is hereby authorised to accept, honour and pass all cheques, hundis, bill exchange promissory notes, indemnities, guarantees, agreement for letter of credit, trust receipt for monies, received and any other commercial documents whatsoever drawn made, accepted endorsed executed by above mentioned Authorized signatories (jointly or severally) and to act upon all instructions given by them relating to the account whether the funds in the account are overdrawn or not, all which shall be binding on the company.

Certified True copy

FOR ...........................................

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

How to change date of birth online in EPFO records

 Updation / Correction of date of birth online in EPFO records

Employee having valid UAN, need to make sure that his or her date of birth (DOB) details are true and correct in Employees’ Provident Fund (EPF) records and also similar as mentioned in the Aadhaar database. In case of mismatch, the UAN holder may face delay in EPF withdrawal claims. 

According to EPFO:

A.    EPF members can update the date of Birth online by submitting Aadhaar or e-Aadhaar on the Unified Member Portal if the difference in DOB is less than 3 years.

B.     If the difference is more than 3years, submit Aadhaar/e-Aadhaar along with following documents on the Unified Member Portal:-

Any one of the following documents is accepted as valid proof of the date of birth.

a)      Any school/education certificate

b)      Birth certificate issued by Registrar of Birth and Deaths

c)      Passport

d)     Certificate-based on service records from central/state government organisations

e)      Any reliable documents issued by government departments like Driving License, ESIC card, etc.

f)       Medical certificate issued by Civil surgeon after examining the member and supported with an affidavit on oath by the members and authenticated by a competent court.

Procedure to Update Date of Birth:

a)      Visit isit Members Unified Portal at Click Here

b)      Enter UAN, Password and Captcha

c)      Click Sign-in and Login into the portal

d)     Click Manage and then Click Modify Basic Details

e)      Enter Aadhaar, Name and DOB as per Aadhaar.

f)       Click Save/Submit

g)      Click Yes - Tick the box of consent permission

h)      Inform your employer to update your changes made

i)        Inform your employer of your updation request.

 

*Note: Along with DoB, name and gender can also be updated in this page as per Aadhaar details.

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

Draft Resolution - Consent for private placement of redeemable nonconvertible debentures

Draft Resolution  

Consent for private placement of redeemable nonconvertible debentures

To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to applicable Regulations, Rules and Guidelines prescribed by the Securities and Exchange Board of India, the provisions of the Foreign Exchange Management Act, 1999 and the notifications and regulations made thereunder and subject to the provisions of the Articles of Association of the Company, the consent of the members be and is hereby accorded to the Board of Directors of the Company, for making offer(s) or invitations to subscribe to secured / unsecured redeemable non-convertible debentures, in one or more tranches, aggregating up to Rupees …………………. during the period of one year from the date of this Annual General Meeting, on private placement basis, from such persons and on such terms and conditions as the Board of Directors of the Company may, from time to time, determine and consider proper and most beneficial to the Company including as to when the said debentures be issued, the face value of the Debentures to be issued, the consideration for the issue, coupon rate, redemption period, utilisation of the issue proceeds and all matters connected with or incidental thereto

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things and to take all such steps as may be necessary for the purpose of giving effect to this resolution. 

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any one or more Directors of the Company.”

By Order of the Board of Directors 

For .............................. Limited

-------------------------

------------------------

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

GST: Annual Aggregate Turnover (AATO) & Key Features

GST: Annual Aggregate Turnover (AATO) & Key Features 

The Goods and Service Tax Network (GSTN) vide a notification dated 02^nd May, 2022 has enabled the functionality of Annual Aggregate Turnover (AATO) for the FY 2021-22 on taxpayers' dashboards.

Turnover, in common parlance, is the total volume of a business. The term ‘aggregate turnover’ has been defined in GST law as under:

“aggregate turnover” means the aggregate value of all taxable supplies (excluding the value of inward supplies on which tax is payable by a person on reverse charge basis), exempt supplies, exports of goods or services or both and inter-State supplies of persons having the same Permanent Account Number, to be computed on all India basis but excludes central tax, State tax, Union territory tax, integrated tax and cess.

The aggregate turnover is a crucial parameter for deciding the eligibility of a supplier to avail the benefit of exemption threshold limit as amended from time to time and for determining the threshold limit for composition levy. The aggregate turnover is different from turnover in a State.

The functionality of AATO for the FY 2021-22 has now been made live on taxpayers’ dashboards with the following features:

1.      The taxpayers can view the exact Annual Aggregate Turnover (AATO) for the previous Financial Year (FY).

2.      The taxpayers can also view the Aggregate Turnover of the current FY based on the returns filed till date.

3.      The taxpayers have also been provided with the facility of turnover updation in case taxpayers feel that the system calculated turnover displayed on their dashboard varies from the turnover as per their records.

4.      This facility of turnover update shall be provided to all the GSTINs registered on a common PAN. All the changes by any of the GSTINs in their turnover shall be summed up for computation of Annual Aggregate Turnover for each of the GSTINs.

5.      The taxpayer can amend the turnover twice within the month of May, 2022. Thereafter, the figures will be sent for review of the Jurisdictional Tax Officer who can amend the values furnished by the taxpayer wherever required.

·         Click here to know the source: GSTN update 537

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

RBI Clarification on new MSME definition

RBI Clarification on new MSME definition

Reserve Bank of India (RBI) vide Circular No. RBI/2022-23/52 FIDD. MSME & NFS.BC.No.7/06.02.31/2022-23 dated 19^th May, 2022 has issued notification related to “New Definition of Micro, Small and Medium Enterprises - Clarification”.

New Definitions – Enterprises-  (effective from 01.07.2020):

Previous Circulars:

circulars FIDD.MSME & NFS.BC.No.3/06.02.31/2020-21 dated July 2, 2020, FIDD.MSME & NFS.BC.No.4/06.02.31/2020-21 dated August 21, 2020 and FIDD.MSME & NFS.BC.No.16/06.02.31/2021-22 dated February 18, 2022, regarding revised criteria for classification of Micro, Small and Medium Enterprises.

RBI clarifications:

It has been clarified by the RBI that:

·         the existing Entrepreneurs Memorandum (EM) Part II and Udyog Aadhaar Memorandum (UAM) of the MSMEs obtained till June 30, 2020 shall remain valid till June 30, 2022 for classification as MSMEs; and

·         the validity of documents obtained in terms of O.M. No.12(4)/ 2017-SME dated March 8, 2017 (RBI Circular FIDD.MSME & NFS.BC.No.10/06.02.31/2017-18 dated July 13, 2017 – Click Here), for classification of MSMEs upto June 30, 2020, has been extended upto June 30, 2022.

Source: Click Here

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.

Appointment of Cost Auditor - Quick Process

Cost audit applicability provisions are contained under rule 4 of the Companies (Cost Records and Audit) Rules, 2014. Section 148 of the Companies Act, 2013 contains provisions relating to the cost records and cost audit applicability under the Companies Act. The primary goal of cost audit is to ensure that the cost relating to production and sales encompass only those factors which are imperative and that those factors are utilized most effectively.

Define Cost accountant:

Cost Accountant means a cost accountant as defined in Section 2 (1) (b) of the Cost and Works Accountants Act, 1959 and who holds a valid certificate of practice under Section 6 (1) of the Act. The auditor conducting the cost audit shall comply with the cost auditing standards

To conduct the cost audit, the person should be a member of the Institute of Cost Accountants of India, constituted under the Cost and Works Accountants Act, 1959 and shall hold a valid membership and certificate of practice.

Kindly note: Statutory Auditor appointed under Section 139 of the Companies Act 2013, can’t be appointed as Cost Auditor of the Company.

Appointment Process:

A. In the case of companies having an Audit Committee:

·         The Audit Committee shall recommend the Board, whether an individual who is cost accountant or a firm of cost accountants in practice, to be appointed as the cost auditor in the company.

·         The Audit Committee shall also recommend to the Board the remuneration payable to such cost auditor.

·         The Board shall consider and approve the recommendation of the Audit Committee regarding appointment and remuneration of the cost auditor.

·         The remuneration payable to the cost auditor shall be later ratified by the members.

B. In the case of companies not having Audit Committee:

·         The Board shall appoint an individual who is cost accountant or a firm of cost accountants in practice, as cost auditor of the company.

·         The remuneration payable to the cost auditor shall be ratified by the shareholders subsequently.

Appointment process in brief:

1)      Prepare notice of board meeting along with draft resolution(s).

2)      Send engagement letter or consent letter from the proposed Cost Auditor.

3)      Obtain consent letter from Cost Auditor.

4)      Sending of Notice along with Agenda of Board meeting to all the Directors of company w.r.t. ratification of appointment of cost auditor by shareholder of company.

5)      Convene board meeting and pass the necessary Resolution.

6)      Sending of Outcome of Board Meeting to Stock exchange – if Company is Listed

7)      Send Appointment letter Cost Auditor.

8)      File e-Form returns along with attachments with the Registrar of Companies regarding appointment of Cost Auditor within stipulated timeline.

9)      Convene General Meeting and passing of necessary resolutions.

10)  Intimation to stock exchange – if Company is listed.

11)  File necessary E-forms with the MCA / ROC

12)  Record in register, minute books, etc of company

 

ROC Filing Requirements:

As per the provision of Rule 6(2) of the Companies (Cost Records and Audit) Rules, 2014:

Every company required to appoint cost auditor shall inform the Cost auditor of his appointment:

-          within a period of 30 days from the date of the Board Meeting at which the appointment was approved by the Board 

OR

-          Within 180 days from the commencement of the financial year, whichever is earlier.

and file e-Form CRA-2 with the Central Government along with such fees as may be applicable.

Some more key points to be remember:

1.      Limit of number of Cost audit per person, as are applicable to Statutory Auditors are applicable to Cost Auditors.

2.      The qualification, disqualification, rights, duties and obligations of Cost Auditor/firm of Cost Auditor are same as applicable to Statutory Auditors.

3.      A Cost auditor has to be appointed within one 180 days from the starting of Financial Year by every company on whom these provisions are applicable.

4.      Any casual vacancy caused due to resignation or death or removal shall be filled in by the Board within a period of 30 days from the occurrence of such vacancy and appoint another cost auditor.

5.      Within 30 days from the receipt’s date of a copy of the audit report, every company falling under said rules shall facilitate the authority with such report in form CRA 4 form in prescribed format and fees.

Disclaimer:  Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. 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.