MCA extends the due date of Annual filing of e-Forms till end November 2016

In view of the In view of the requests received from various stakeholders, it has been decided to extended the last date for filing the Annual Returns, under the Companies Act, 2013.

Accordingly, due date for filing of  e-Forms AOC 4, AOC – 4 (CFS), AOC -4 (XBRL) & MGT 7 have been extended till 29 th November, 2016 by MCA vide Circular dated 27 October, 2016.

Source: MCA – General circular 12/2016

In this regard, it may be noted that ICSI had, earlier, requested MCA for extension in dates of Annual filing vide its letter dated October 13, 2016, as below.

 

Shri Tapan Ray
Secretary to the Government of India
Ministry of Corporate Affairs
A-Wing, Shastri Bhawan
New Delhi 110001

Respected Sir,

Sub.:Extension for last date for Annual filing of form MGT-7 (Annual Return), Aoc-4 (financial statements) and AOC-4 CFS under Companies Act, 2013 

We wish to draw your kind attention toward the provisions of Companies Act, 2013 which require filing of financial statements and Annual Return by every company with the Registrar within thirty days and sixty days respectively of the date of Annual General Meeting.

In this regard, we wish to submit that we are receiving  requests from professionals for extension of last date for filing of annual forms due to the following reason:

  • Last date for Income Tax extended to October 17, 2016
  • Recently issued XBRL taxonomy is yet to get fully settled in the tools and with the users and also in the filing connected thereto.
  • XBRL taxonomy is still not available in respect of CSR
  • Festival season: Diwali is on 29th and 30th October, 2016 which is the last day for filing of financial statements.

Considering the above, we, hereby, submit that the last day for filing  of these annual forms i.e. MGT-7, AOC-4, and AOC CFS be extended by one month.

Thanking you,

Your faithfully

(CS Mamta Binani)
President

CC: Mr.  Amardeep Singh Bhatia
Joint Secretary, MCA

Annual Compliance to be made by Private Limited Company in India

The annual mandatory compliances which a private limited company has to  follow are listed below:

  1. Appointment of Auditor

The Statutory Auditor of the company shall be appointed for the 5 (Five) years and e-Form ADT-1 shall be filed for 5-year appointment. After that, in every year AGM, Shareholders shall ratify the Auditor, though there is no need to file e-Form ADT-1. The first Auditor of a company shall be appointed within one month from the date of incorporation of the Company.

  1. Statutory Audit of Accounts

Every Company shall prepare its Accounts and get the same audited by a Chartered Accountant at the end of the Financial Year compulsorily. The Audit Report and the Audited Financial Statements shall be attached for the purpose of filing it with the Registrar.

  1. Filing of Annual Return (e-Form MGT-7)

Every Private Limited Company is required to file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March. There shall be attached the list of shareholders, as annexure to the e-Form MGT-7.

Annual Return shall be digitally signed by a Director and the Company Secretary; or where there is no Company Secretary by a Company Secretary in Practice.

If paid up capital of the company is more than Rs. 10 crore or turnover is more than Rs. 50 crore, a copy of e-Form MGT-8 (Certificate by Practicing Professional) is required to be annexed in e-Form MGT-7.

  1. Filing of Financial Statements (e-Form AOC-4)

Every Private Limited Company is required to file its Balance Sheet along with statement of Profit and Loss Account and Directors’ Report in this e-Form AOC-4, within 30 days of holding of Annual General Meeting.

  1. Holding Annual General Meeting (AGM)

It is mandatory for every Private Limited Company to hold an Annual General Meeting of the shareholders in every Calendar Year. Companies are required to hold their AGM within a period of six months, from the date of closing of the Financial Year.

  1. Holding of Board Meeting

 Every Company shall hold a minimum number of FOUR meetings of its Board of Directors every year in such a manner that maximum gap between two meetings should not be more than 120 (One hundred twenty) days. Company should hold at least 1 (one) Board Meeting every quarter of calendar year.

Preparation of Directors’ Report

Directors’ Report shall be prepared with a mention of all the information required under Section 134 of the Companies Act, 2013. Board’s report and any annexures thereto shall be signed by the ‘Chairperson’ authorized by the board or at least by two directors.

The above are the minimum annual compliances for a Private Limited Company in India – essentially, having minimum of 4 board meeting in a year, having an annual general meeting and having the audited accounts and filing e-Forms MGT-7, AOC-4 and ADT-1 with Ministry of Corporate Affairs.

Non-Compliance

If a Company fails to comply with the rules and regulations of the Companies Act, then the Company and every officer who is in default shall be punishable with fine for the period for which default continues.

If there is delay in any filing, then additional fees is required to be paid, which keeps on increasing as the time period of non-compliance increases.

Other event-based filing with e-Form MGT-14

Besides Annual Filings, there are various other compliances to be made as and when any event takes place in the Company. The instances of such events are:

  • Change in Authorised or Paid up Capital of the Company. – e-Form SH-7
  • Allotment of new shares or transfer of shares – e-Form PAS-3
  • Amendment of Objects Clause of Memorandum of Association
  • Change of situation of the Registered Office – e-Form INC 22 / e-Form INC 23
  • Giving Loans to other Companies.
  • Giving Loans to Directors
  • Appointment of Managing or whole time Director and payment of remuneration.
  • Availing of Term Loan / Working Capital or enhancement of WC limits from banks or institutions.
  • Raising of Private Equity or going for IPO.
  • Appointment or change of the Statutory Auditors of the Company.

Different forms are required to be filed with the Registrar for all such events, with e-filing of resolutions and agreements to the Registrar in e-Form MGT-14, within specified time periods. In case, the same is not done, additional fees or penalty might be levied. Hence, it is necessary that such compliances are met on time.

Rotation of auditors and its side effects

The Companies Act, 2013, has introduced important audit reforms. One of the important reforms is rotation of the auditor.

Important provisions under this reform

  • All listed companies; unlisted public limited companies having paid-up share capital of Rs 10 crore or more; all private limited companies having paid-up share capital of Rs 20 crore or more, and all companies having public borrowings from financial institutions, banks or public deposit of Rs 50 crore or more are required to rotate their auditor.
  • An individual cannot continue as an auditor for more than one term of five years and an audit firm cannot continue as an auditor for more than two terms of five years
  • The cooling off period is five years.
  • The provision must be complied by April 1, 2017.

Benefits of this reform

  • This is expected to improve audit quality, resulting in improved financial reporting.
  • Would give local auditors more leverage, if implemented properly along with some other measures.

Local auditors v/s the Big Four

  • Local firms dominate the Indian audit market. However, the presence of the Big Four audit firms (Deloitte, PWC, E&Y and KPMG) cannot be ignored.
  • The Big Four are the largest professional service network in the world. They provide audit, assurance, tax, consulting, advisory, actuarial, corporate finance and advisory services. In India, they cannot provide audit services directly.
    • It is alleged that they flout rules while providing audit and assurance services. Many foreign investors put a condition that the auditor of their choice should be appointed. This helps the Big Four audit firms to grow in India.
    • There is an apprehension that many companies that get their accounts audited by local firms will appoint one of the Big Four or another large international professional service network as auditors.
    • Hence, the Ministry of Corporate Affairs had notified the constitution of a three-member expert group to look into the complaint that the Big Four are circumventing rules and to find ways to help local firms.

Should the government intervene?

  • Local auditors are mostly present in tier 2 and tier 3 cities and audit 62 % of the companies listed on BSE 500.
  • They provide a variety of services to small companies. They lack aspiration to become big.
  • Therefore, it is debatable whether there is a case for government’s intervention to protect local audit firms

Way ahead and Conclusion

Chartered accountants are prohibited from soliciting professional work through advertisement or otherwise. But they can respond to tenders.

  • The practice of issuing a tender for the appointment of internal auditors is quite common among public enterprises. Such a practice is not common among private-sector companies.
  • Tendering is the right method to search for the right audit firm. This increases choice and reduces auditing cost through competition.
  • Companies should not limit their choice to the Big Four and other international firms or a few large local audit firms.
  • There are local firms that have capabilities to audit large and complex transactions. Search through tendering process would help to identify such firms.

It will be interesting to see how the new rules regarding rotation of auditors will actually impact the auditing profession.

 

Source: http://www.business-standard.com/article/opinion/rotation-of-auditors-and-its-side-effects-116100900736_1.html

Company Incorporation in India made simpler and more versatile

MCA has taken another bold initiative in Government Process Re-engineering (GPR) and launched Simplified proforma for Incorporating Company Electronically (SPICe) e-Form.

Ministry of Corporate Affairs (MCA) has introduced a bold initiative in Company Incorporation so that registering a company and starting business, in India, is made simpler and speedier that your business can be started within the stipulated time frame, in line with international best practices.

 

MCA has launched SPICE (Simplified Proforma for Incorporating Company Electronically) w.e.f. 02.10.2016 for registering companies  in completely online form, vide Form INC-32.

 

This would be processed speedier as the e-MOA and e-AOA would have a faster review, by the approving authorities through the back office set up in this regard.

 

This would make setting up of business, in India, fairly simpler and more versatile, making way for “ease of doing business”.

The highlights of SPICE are:

  1. Simplified and completely Digital Form for Company Incorporation – Form INC-32
  1. Standard format of e-Memorandum of Association as per Companies Act, 2013 – Form INC 33
  1. Standard format of e-Articles of Association as per Companies Act, 2013 – Form INC 34
  1. Memorandum and Articles will now be filed as linked e-forms, except for Section 8  (not-for-profit companies)
  1. Provision to apply for Company Incorporation with a pre-approved Company Name vide INC -1, as well
  1. Mandatory DSCs of Subscribers and Witnesses in SPICe MOA and SPICe AOA 

7. Back Office productivity gains due to faster review of e-MOA and e-AOA by approving authorities.

As part of the initiative of ease of doing business in India, the Ministry of Corporate Affairs had earlier introduced e-filing of single Form INC-29 as alternative to INC 7, so that incorporating a company in India does not take too long a time. As further simplification of the process of registering companies, SPICE Form INC-32 is intended to make the whole process versatile for a new company to be registered on-line in India, under the Companies Act, 2013.

e-Filing of single Form INC-32

  • This form can be filed even after approval of name vide INC-1. This facility was not provided in INC-29.
  • Memorandum of Association (MOA) has been provided in Electronic Mode INC-33.
  • Article of Association (AOA) has been provided in Electronic Mode INC-34.
  • By new e-MOA & e-AOA, no need for physical signatures of Subscribers; Instead, Digital Signature Certificate (DSC) of Subscribers can be affixed on MOA & AOA.
  • By the new e-MOA & e-AOA, no need for physical signatures of Witness; Instead, Digital Signature Certificate (DSC) of Witness can be affixed on MOA & AOA.
  • Existing INC-29 and INC-7 will be phased out and SPICe will be the single, simplified versatile form to be filed on-line for incorporation of a company in India.

Read earlier posts:

Integrated e-Form INC-29 for Company Incorporation and Ease of doing business

Incorporation of Companies under Companies Act, 2013 – Procedure

Source: http://www.mca.gov.in/Ministry/pdf/SPICEPress%20Release_03102016.pdf

Online biz firms to give contact details on their portals

Companies which conduct online business will now have to provide on their websites details about their registration with the government, as well as information about persons to be contacted for grievances.

The government’s move to introduce the requirement comes against the backdrop of instances where people have been duped by way of fraudulent activities, including through online platforms. Tweaking the rules for incorporation of companies, the government has also put in place stricter conditions for conversion of unlimited liability companies into a company limited by shares or guarantee.

The corporate affairs ministry has amended the rules for incorporating a company under the Companies Act, 2013.

Now, “every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number (CIN), telephone number, fax number, if any, e-mail and the name of the person who may be contacted in the case of any queries or grievances on the landing/home page of the said website”. CIN is the unique number allotted to an entity after getting registered under the Companies Act.

As for conversion of an unlimited liability company into a firm company limited by shares or guarantee, the ministry has made the norms stricter.

Under the amended rules, after conversion, name of the company should not be changed for one year and it will also not be allowed to give dividend unless past debt and liabilities are cleared.

In this regard, the ministry said “past debts, liabilities, obligations or contracts do not include secured debts due to banks and financial institutions”.

The Corporate Affairs Ministry, which is implementing the Companies Act, has already effected a number of changes to various rules under this legislation as part of larger efforts to protect investor interests as well as improve ease of doing business.

Most provisions of the Companies Act, 2013, came into effect from April 1.

Source: http://www.business-standard.com/article/companies/online-biz-firms-to-give-contact-details-on-their-portals-116080100026_1.html

Audit giants see dominance waning

India’s audit landscape is undergoing a quiet change as the new rules for time-based rotation of auditors gather pace.

Early audit changes this year indicate the larger entities, such as Deloitte’s network, could face some pressure on their dominance. And, those lower down the order could gain ground. Leading firms are looking at increasing the focus on quality and are exploring new opportunities, such as private equity-backed ones in the unlisted space. Smaller entities such as Walker Chandiok, part of the Grant Thornton network, have ramped up their staff strength to handle new clients.

Close to 400 companies listed on the National Stock Exchange (NSE) have already changed auditors over the past three years, with clients changing hands among top audit firms. There is also pressure on pricing as the war for market share begins to intensify among top audit firms. This has resulted in a spike in demand for experienced auditors, with joining remuneration seeing 20-30 per cent jumps.

Audit giants see dominance waning
The revamped Companies Act of 2013 said every Indian company with a paid-up equity capital of Rs 20 crore or more was required to replace auditors after two five-year terms in succession. The law had given a three-year transition period for those which had to change auditors, ending March 2017. In the current financial year, 2016-17, around 40 NSE-listed companies have already switched to new auditors. More announcements are expected over the coming three months, shows data from Prime Database. In 2014-15 and 2015-16, a total of 339-NSE listed companies had settled for new auditors.

“We will be rotating off some of the larger companies. Simply because of the number and size of listed companies we audit, there will be changes in our audit market share,” said Shyamak Tata, partner, Deloitte Haskins Sells. He said large-scale changes in their portfolio were only expected from the third year onwards.

The Deloitte group’s network of audit companies is expected to see the largest churn. It has the biggest number of marquee audit clients. The network earned Rs 300 crore in fees for the year 2014-15, representing 15 per cent of the total pie of the Rs 2,000 crore audit fee market for 1,451 NSE-listed firms. It also audited the highest number of listed entities, at 149. The EY network made Rs 121 crore from the 108 companies. The PwC network audited 65 listed ones but had the lowest fee income among the ‘Big Four’ in audit, of Rs 65.6 crore. The KPMG network audited the lowest number of listed entities, at 58; however, it earned more than PwC at Rs 99.4 crore. Companies are still in the process of reporting the FY16 numbers.

Churn on
Early numbers suggest this pecking order is already going through a churn. A Business Standard analysis of data provided by Prime Database showed of the 41 auditor changes reported so far this year in listed companies, the KPMG network was the biggest gainer, with 11 new firms for the financial year ending March 2017. It was rotated out of two existing clients, a net gain of eight for FY17. The EY network added six and lost two, while Walker Chandiok gained a lone company. The PwC and Deloitte networks have lost more than they’ve gained so far this year. At the end of the changes, other smaller audit firms had 23 clients, up from 18 in FY16, among these 40 companies.

Grasim, Cipla, Biocon, Vedanta, Hindustan Zinc, United Spirits and Century Textiles are some of the large companies that have reported auditor changes for the new financial year.  In FY16, as many as 168 listed companies changed their auditors. The Deloitte network was the top gainer among the first five, gaining 17 and losing 11. The KPMG network was also a net gainer, with seven gains and four losses. EY, PwC and Walker Chandiok lost more than they gained.

In FY15, when 171 companies changed auditors, Walker Chandiok’s client list swelled by eight. While the EY network and Deloitte registered a net gain of one each, the KPMG and PwC networks recorded a net loss of four and one, respectively.

Strategy
Deloitte, expecting a strong attack on its dominance, is looking for greener pastures. “We are large in the listed company space, and have a majority share across industry sectors.  Our audit breadth and experience in this changing regulatory environment provides us, currently and over the next two-three years, an opportunity to provide audit services to untapped listed and unlisted entities, with a bias in favour of unlisted clients,” said Tata.

Other large entities are also gearing up for the transition. Russell Parera, partner, Price Waterhouse Chartered Accountants LLP, said his network had embarked on a transformation programme focussing on people, technology and processes for close to two years. “We have taken significant efforts in training our people for this change. Also, with rotation kicking in, it is going to be important to focus on investing in relationship building.”

The PwC network also bets on technology as another aspect, which will go a long way in these ever-evolving market scenario. “Today, technology has become a crucial enabler, with more data audits getting conducted. It is also relevant in cross border and multi-location audits to ensure consistency. We as a firm have been preparing for this change,” Parera added.  Tata of Deloitte spoke of pricing pressure in certain pockets. “We are seeing this as a section of the market looks to gain market share.  There will be some short- term blips. However, with continuing investment in innovation and quality, which will lead to enhancing value to clients, over the short term, this will correct. We already have a large pool of audit talent. We are looking at consolidating and not dramatically increasing the headcount. Audit will remain the primary identity of our firm and, with our focus on quality, we will retain our leading position in the overall  space.”

Impact
According to Akhil Bansal, deputy chief executive of KPMG India, with European audit rotation also coming into effect, the impact of Indian mandatory company rotation regulations will be felt around the globe. “The choice of the audit firm in India might influence the choice in Europe and other geographies,” he added. Bansal said the impact of mandatory firm rotation will also be felt on other services, including internal audit, due to stringent independence requirements. “It is important that the companies make their choice of audit firm early, since the best resources will be committed to clients who are first off the block,” he said.

Audit companies have been preparing for this, with investment in personnel, training and ramping up headcount numbers. For instance, the Grant Thornton network plans to double its auditor numbers across its network from 1,500 to 3,000. Vishesh Chandiok, national managing partner, Grant Thornton India LLP, said: “Several local Indian firms are very competent and the belief that only us international firms are the option is misplaced. Not all 50,000 firms for each company but certainly 50 firms can audit most companies, not only four of five firms.”

The EY group, which has 3,000 auditors across its network, added 400 over the past 12 months. “Internally, our focus continues to be on strengthening our teams with more hiring, greater investments in training, sharpening technical and industry capabilities  and increasingly, using more technology and, data analytic tools when performing audits,” said  Sudhir Soni, national leader, SR Batliboi, the Indian member-firm of EY Global.

Most audit companies have resorted to internal promotions and inducting of new talent to expand resources.

With the threshold for audit rotation being low, most audit companies are looking at tapping the unlisted private audit space in a big way. That’s a space the Deloitte network companies plan to play the game hard, indicated Tata. The client churn among audit firms is expected to last over the next two-three years, before it stabilises.

Source: http://www.business-standard.com/article/companies/audit-giants-see-dominance-waning-116062600777_1.html

Corporate Affairs Ministry again extends statutory filing deadline amid MCA21 woes

Extending the deadline for the third time, Corporate Affairs Ministry has now given time till July 7 for companies to submit their statutory filings as issues related to MCA21 portal are yet to be fully resolved.

MCA21 is used for making electronic filings under the Companies Act and is managed by Infosys  for the ministry.

The upgraded system went live in the last week of March and stakeholders have been facing issues in using the portal.

The Ministry has extended the filing deadline for the third time in less than two months.

Initially, the extension was till May 10 and later the deadline was fixed for June 10.

Giving more time, the Ministry has extended the time limit for making the requisite filings under the companies law to July 10.

“…keeping in view, requests received from various stakeholders, it has been decided to extend the period for which the one time waiver of additional fees is applicable to all e-forms which are due for filing by companies between March 25 to June 30, 2016 as well as extend the last date for filing such documents and availing the benefit of waiver to July 7, 2016,” it said in a communication dated May 31.

While the communication does not mention anything about MCA21, Ministry officials expect to resolve the issues related to the portal soon.

On April 6, an Infosys spokesperson had said it was working with the Ministry to resolve the “minor teething problems” related to MCA21.

The portal is designed to fully automate all processes related to enforcement and compliance of legal requirements under the Companies Act.

Meanwhile, the Ministry has also extended the time limit for submitting Form 11 of LLP in respect of 2015-16 financial year without any additional fees to June 30.

Form 11 is for filing annual returns LLPs.

Source: http://economictimes.indiatimes.com/articleshow/52556624.cms?utm_source=contentofinterest&utm_medium=text&utm_campaign=cppst