Annual filing is one of the main compliances in the company. As the name suggests, this has to be done annually. These are the most comprehensive documents which contain almost every information about the company whether it is qualitative or quantitative.
Annual filing comprises of two forms, namely, AOC-4 & MGT-7. In Form AOC-4, mostly financial data is filled whereas in MGT-7, mostly compliance information are filled such as number of board Meetings, their dates, attendance of directors at the meeting etc.
Since form AOC-4 and MGT-7 are the most important documents, therefore a proper care must be observed while preparing these two forms. Mentioning the false information or manipulate information may lead to a penalty to the person who certifies the information to be true. Therefore, following points must be checked while preparing the MGT-7:
- Register of members and debenture holders, if any.
- These statutory registers must be kept at the registered office of the company, and if the company maintain or keep these register at some other places, then the special resolution must be passed.
- The company has maintained a separate register of transfer.
- Register of Director and Key managerial personnel and their shareholding.
- Appointment of woman director if the company comes under the criteria which mandate to appoint woman director in the company. The Criteria to appoint woman director are as follows:
- All the listed company and
- Other public limited company- (a) having paid-up share Capital Company of Rs. 100 Crore or more; or (b) turnover of Rs. 300 crore or more.
- Appointment of Independent Director: Every listed company must have at least 1/3rd of the total number of directors as independent directors, and the public company having paid up share capital of Rs. 10 Crore or more; or having a turnover of Rs. 100 Crore or more; or which have in an aggregate outstanding loan, debentures, and deposits, exceeding Rs. 50 Crore.
Moreover, an independent director shall hold the office for a period not exceeding 5 consecutive years on a company board.
- Check at least one of the directors is resident in India.
- Check whether any of the directors is disqualified or not.
- Check the documents related auditor appointment. The First appointment of the auditor is done by the board of directors within 30days of incorporation and if not, by members in the extraordinary general meeting. And thereafter whether the same has been ratified in ensuing annual general meeting in terms of section 139.
- Corporate Social Responsibility: Provision of CSR is applicable to the company which falls under the criteria of section 135, which are as follows:
- Every company having a net-worth of Rs. 500 Crore or more; or turnover of Rs. 1000 Crore or more; or net profit of Rs. 5 Crore or more during any financial year shall be require to constitute CSR committee.
Check whether the CSR committee has been constituted with minimum 3 directors out of which 1 shall be an independent director (a private company can constitute CSR committee without an independent director).
- Board of Directors Meeting: Check whether:
- At least 7 days prior notice has been sent;
- There shall not be gap of more than 120 days between 2 board meetings;
- At least one director must attend the board meeting during a period of 12 months either in person or through video conferencing; otherwise, the director has to vacate the office.
- Attendance records are maintained.
- Minutes of the committee meeting regularly placed before the board for taking note of;
- Secretarial standard has been complied with;
- The Resolution passed by the circulation must be put at the next board meeting for taking note of.
These are some of the compliances which must be kept in mind or checked while preparing the annual filing forms.