AOC – 4

Recent amendment to the Companies (Accounts) Second Amendment Rules 2015 dated 4^th September 2015 for which I have yet to locate published copy in the Official Gazette. This Amendment shall come into force from the date of publication in Official Gazette. By virtue of its Rule 12(1) is being substituted. According to substituted Rule, “Every company shall file the financial statements with Registrar together with Form AOC – 4 and the consolidated financial statement, if any with Form AOC – 4 CFS.” Original rule was discussed earlier here.

Earlier Form AOC – 4 is also proposed to be replaced with Form AOC – 4 and Form AOC – 4 CFS. In this post we will discuss Form AOC – 4.

Note: AOC – 4 Version 30th September 2015 is being used for writing this post. The post is long one but to avoid confusion, i opted not to split this post. Readers may read it segment wise.

Form start with filling of Authorized capital and number of members of the company as on the date of filing.

SEGMENT- I: INFORMATION AND PARTICULARS IN RESPECT OF BALANCE SHEET

PART – A

General information of the company:

Company shall enter Corporate Identity Number (CIN) of the company and click       “Pre – Fill”.

Date form which Financial Year start and date on which Financial Year end to which financial statements relates.

Filing of this Filing of this form is allowed only for the financial years starting on or after 1st April 2014. This is because this form is under Act of 2013 which came into force only on 1^st April 2014. Provisions of companies Act, 2013 related to financial year and financial statements shall apply only in relation to financial year started on or after 1^st April 2014. A Financial Statement related to any financial year started before 1^st April 2014 shall be filed in a form prepared under the Companies Act, 1956.

Make sure that financial year selected is as per the provisions of the Companies Act, 2013.

Thereafter, Date of Board of Directors’ meeting in which statements was approved shall be approved. Nature of financial statements may be either:

• Provisional unadopted financial statements
• Adopted financial statements
• Revised financial statements u/s 130
• Revised financial statements u/s 131

Situation 1: Provisional Unadopted Financial Statement:

No additional information is required to be given in this case.

Situation 2: Adopted Financial Statement:

Where provisional unadopted financial statement was filed for same financial earlier, should be mentioned by using radio button. Whether such adopted financial statement is now adopted in Adjourned General Meeting or not. If such adopted financial statement is adopted in Adjourned General Meeting, dated of adjourned general meeting in which such adopted financial statement was adopted will be mentioned.

In case of One Person Company (OPC), answer of the question related to earlier provisional Financial Statement shall be Not Applicable.

Situation 3: Revised Financial Statements under Section 130:

Where adopted financial statement was already filed and company wants to file revised financial statements, it needs to give some additional information. What is nature of revision? Whether only financial statement is being revised or Directors’ report or both? SRN number of Form INC – 28 (Copy of Central Government order) and SRN number of earlier AOC – 4 is require to be given. Date of order of competent authority shall be required to be filled.

Situation 4: Revised Financial Statements under Section 131

Where adopted financial statement was already filed and company wants to file revised financial statements, it needs to give some additional information. What is nature of revision? Whether only financial statement is being revised or Directors’ report or both? SRN number of Form INC – 28 (Copy of Central Government order) and SRN number of earlier AOC – 4 is require to be given. Date of order of competent authority shall be required to be filled.

Details of director(s), manager, secretary, CEO, CFO of the company who have signed the financial statements are required to be filed. DIN in case of directors and PAN in case of other person signing the financial statements, name, designation and date of signing of financial statements shall be entered. For DIN, “Pre – fill all” button shall work.

Date of Board of Directors’ meeting in which Boards’ Report was approved shall be entered along with DIN, Name , Designation and date of signing by the director. For DIN, “Pre – fill all” button shall work.

Date of Signing of Auditors’ Report on Financial Statements by the auditors.

Annual General Meeting:

Whether Annual General meeting held? In case of yes date of Annual general meeting shall be entered. In all cases, date of annual general meeting shall be entered in to. Where extension of financial year or Annual General Meeting was obtained, it shall be entered along with due date of Annual General meeting after such extension.

Company as Subsidiary:

Where company is subsidiary of any company, CIN of the holding company shall be entered. Name shall be pre – filled by clicking the button. There provision under which company is subsidiary shall be mentioned.

Company’s subsidiaries:

Whether company has any subsidiary or subsidiaries? Give the numbers. Details of up to 20 subsidiaries may be filled in. CIN, Name (through pre – fill also) and provision under which such company is subsidiary shall be entered.

Auditor:

Details of up to 99 auditors and joint auditors may be filled in. Income Tax PAN number of individual auditor or auditor firm, category (individual/firm), membership or registration number, SRN of ADT – 1, Name of Auditor or Auditor Firm, Address of Auditors, details of signing member with membership number is required to be filled in.

Applicability:

Whether or not Schedule III of the Companies Act 2013 applicable to the company. Type of company for this purpose requires to be disclosed. There are five options for the purpose: (a) Commercial & Industrial, (b) Banking, (c) Insurance, (d) Power, and (e) NBFC. Commercial & Industrial is a residual option. For two type of companies (a) Commercial & Industrial and (b) NBFC.

Details under section I of PART-B (balance sheet) and section II (detailed balance sheet items) can be entered only if Schedule III of the Companies Act, 2013 is applicable.

Consolidation: Mention whether consolidated financial statements are required or not?

If yes, please file form AOC – 4 CSF.

PART – B

1. Balance Sheet
2. Detailed Balance sheet items (Amount in Rupees)

III. Financial parameters – Balance sheet items (Amount in Rupees) as on financial year end date

1. Share capital raised during the reporting period (Amount in Rupees)
2. Details related to cost records and cost audit

Figures as at the end of current reporting period and corresponding figures as at the end of previous reporting period in rupees (without any rounding off) shall be entered.

SEGMENT II: INFORMATION AND PARTICULARS IN RESPECT OF PROFIT AND LOSS ACCOUNT

Following sections needs to be filled in Segment II:

1. Statement of Profit and Loss
2. Detailed Profit and Loss items (Amount in Rupees)

III. Financial parameters – Profit and loss account items (amount in Rupees) during the reporting period

1. Details related to principal products or services of the company

SEGMENT III: REPORTING OF CORPORATE SOCIAL RESPONSIBILITY (CSR)

Average net profit of the company for last three financial years (as defined in explanation to sub-section (5) section 135 of the Act)

Prescribed CSR Expenditure

Details of amount spent

Details of impeding agencies

Segment IV: DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act,2013 including certain arm’s length transactions under third proviso thereto are required in the form.

Details of contracts or arrangement or transactions not at arm’s length basis and also arm’s length basis are required to enter. The form accepts up to 20 details.

SEGMENT V: AUDITOR’S REPORT

2013. In case of a government company, whether Comptroller and Auditor-General of India (CAG of India) has commented upon or supplemented the audit report under section 143 of the Companies Act, 2013. If yes, provide details of comment or supplement received from CAG of India and also Board of directors’ reply thereon. Whether Comptroller and Auditor-General of India has conducted supplementary or test audit under section 143.
2014. Details of remark made by auditors and applicability of CARO, 2015

Whether auditor’s report have been qualified or has any reservation or contain adverse remark; if yes; details of qualification, reservation, or adverse remark and reply is required to be informed.

Where CARO is applicable? If yes, company need to provide details of contains in it on parameters like (a) favourable remark, (b) Unfavourable remark, (c) Disclaimer remark and (d) clause not applicable.

SEGMENT-VI- MISCELLANEOUS

Inform whether secretarial audit report is applicable.

Inform whether detailed disclosures with respect to Directors’ report under sub-section (3) of section 134 is attached.

ATTACHMENTS

• Financial statements duly authenticated as per section 134 (including Board’s report, auditors’ report and other documents) – This is a mandatory attachment
• Statement of subsidiaries as required under section 129 in the format of Form AOC-1 prescribed under the Companies (Accounts) Rules, 2014
• Statement of the fact and reasons for not adopting balance sheet in the annual general meeting (AGM) – This attachment is mandatory if provisional un-adopted financial statements are being filed
• Statement of the fact and reasons for not holding the AGM – This attachment is mandatory if AGM was not held
• Approval letter of extension of financial year or AGM – This attachment is mandatory if any extension has been granted for AGM or financial year
• Supplementary or test audit report under section 143 – This attachment is mandatory if CAG of India had conducted supplementary or test audit under section 143
• Company CSR policy as per sub-section (4) of section 135
• Details of other entity(s)
• Details of salient features and justification for entering into contracts/ arrangements/transactions with related parties as per Sub-section (1) of section 188 – Form AOC-2
• Details of comments of CAG of India – This is mandatory if CAG of India had conducted supplementary or test audit under section 143
• Secretarial Audit Report – This attachment is mandatory if Secretarial Audit was applicable
• Directors’ report as per sub-section (3) of section 134 – This attachment is mandatory if the same was mentioned in the Segment VI of the eform
• Optional attachments (s)- if any

Declaration:

A director authorised by Board of Directors through resolution shall sign this declaration of true correct and complete information.

Certification:

The professional signing the form certify about verification of all information in the form and truth, correctness and completeness as well as no suppression of information.      The most important is certificate of understanding of Section 448 by the certifying professional.

TIME LINE:

1. Adoption of financial statement in case of OPC – 180 days form end of financial year
2. Provisional unadopted financial statement other than OPC – 30 days from Actual date of AGM or due or extended due date
3. Adopted Financial Statement other than OPC – 30 days from AGM or adjourned AGM.
4. Revised Financial Statements under Section 130 – 30 days from order of competent authority
5. Revised Financial Statement under Section 131 – 30 days from order of competent authority

Please note: This blog invite readers to share their comments, suggestions, hardship, queries and everything in comment section. This blog post is not a professional advice but just a knowledge sharing initiative for mutual discussion.