Have you filed the Financial Statement/ Annual Return?

Ministry of Corporate Affairs (MCA) vide notifications dated 5 June, 2015 and 13 June, 2017 has given several exemptions to Private Limited Companies.

An interesting point to be noted here is that pursuant to the notification dated 13 June, 2017 the exemptions can be availed only by the Companies which have not committed default in filing its financial statements or annual return with the Registrar. Hence, if the company has not filed AOC-4 OR MGT-7, the exemptions given by MCA shall stand withdrawn.

The due date of filing e-forms as per Section 137 of the Companies Act, 2013 (the Act) (AOC-4, AOC-4 CFS, AOC-4 - XBRL) is 30 days from the date of Annual General Meeting (AGM) and due date of filing annual return (MGT-7) as per section 92 of the Act is within 60 (Sixty) days from the date of AGM.

Further, MCA by Circular No. 10/2018 dated 29 October, 2018 had extended the last date of filing and waived the additional fees upto 31 December, 2018. Therefore, one can take a view that the due date for above-referred filings is extended upto 31 December, 2018.

This circular can be considered as the exercising power by the Central Government u/s 460 of the Act i.e., Condonation of Delay in certain cases.

The crucial exemptions which shall stand withdrawn are as follows:

1. MGT- 14 is to be filed for the resolution passed u/s 179(3) of the Act
2. In case of Rights issue – offer period is required to be kept for minimum 15 days and not exceeding 30 days and the offer letter is required to be sent to the shareholder at least 3 days before the issue opens 
3. While reckoning the limits of Auditor of 20 companies - the companies which are in default are to be considered
4. An interested director will not be counted in quorum 
5. The necessary approval will be required from the shareholders u/s 180 of the Act
6. The Company will be required to comply with the provisions of section 196(4) & (5) and Schedule V
7. All provisions related to Notice of meeting, explanatory statement, Quorum of a meeting, Chairman of the meeting, proxy etc. (Section – 101 to 107 & 109) will be applicable 
8.  Holding, Subsidiary and Associate Company will be covered under Related Party for the purpose of section 188 in case of private company
9. In case of  private company, if Member is related then he cannot vote on such resolution required to be passed u/s 188 in General Meeting
10. Private Limited Company can accept deposit from the Members upto 100% of aggregate of the paid up share capital and free reserves only after complying followings:
• Issue Circular 
• File circular with ROC
• Maintain deposit
• Deposit repayment reserve