As per section 137 of Companies Act, 2013 a copy of financial statements of a company are required to be filed with the Registrar along with Form AOC-4 every year for each Financial Year. It should be filed within 30 days of the date of annual general meeting with such fees or additional fees as applicable.
Rule 12 of Companies (Accounts) Rules, 2014 requires that every company shall file its financial statements with Registrar in e-Form AOC-4 and Consolidated Financial Statements, if applicable in e- Form AOC-4 CFS. It further states that such class of companies as may be notified by Central Government from time to time shall mandatorily file their financial statement in XBRL format.
Certification of AOC-4
As per Companies (Registration Offices and Fees) Amendment Rules, 2014, e-Form AOC-4 filed by companies, other than one person companies and small companies, under sub-rule (1) of rule 9, shall be pre-certified by a practicing professional which includes by a company secretary in whole time practice.
Signing of e-Form AOC-4
Before filing on MCA website, e-Form AOC-4 has to be digitally signed by any of the following Key Managerial Personnel of the company:
Documents to be filed with AOC-4
Form AOC-4 also requires some other documents to be filed in addition to the financial statements. These are:
i. *Copy of financial statements duly authenticated as per section 134 (including Board’s report, auditors’ report and other documents)
ii. Statement of subsidiaries as per section 129 – Form AOC-1
iii. Statement of the fact and reasons for not adopting Financial statements in the annual general meeting (AGM)
iv. Statement of the fact and reasons for not holding the AGM
v. Approval letter of extension of financial year or AGM
vi. Supplementary or test audit report under section 143
vii. Company CSR policy as per sub-section (4) of section 135
viii. Details of other entity(s)
ix. 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
x. Details of comments of CAG of India
xi. Secretarial Audit Report
xii. Directors’ report as per sub-section (3) of section 134
xiii. Details of remaining CSR activities
xiv. Optional attachment(s), if any.
All these and other compliances of Law with respect to filing of financial statements with ROC is ensured by making it compulsory for the companies to get a pre-certification of Form AOC-4 by a practicing professional which inter- alia- includes company secretary in whole time practice.
Consequences of not filing AOC-4
• If the company has not filed its financial statements for continuous period of three financial years, then every person who is or has been director of that company shall not be eligible for re-appointment as Director of that company or appointed in any other company for a period of five years from the date on which the said company fails to do so. (Section 164(2))
• If in Financial Statement, any Director or any Person makes a statement (a) which is false in any material particulars, knowing it to be false; or (b) which omits any material fact, knowing it to be material, he shall be punishable with imprisonment for a term which shall not be less than 6 months but which may extend to 10 years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud. (Section 448)
• If the Company has defaulted in filing Financial Statements for the immediately preceding five financial years, the Company may be wound up by the Tribunal.
• If the Company has not filed its Financial Statements for last two financial years, it will be termed as “inactive company” [Section 455(1) explanation]
• If the Company has not filed its Financial Statements for two financial years consecutively, the Registrar shall issue notice to the Company and enter its name in the Register of Dormant Companies. [Section 455(4)]