In this series of editorial, the author shall discuss the Quick bites on ‘Annual Filings for F.Y. ended 31.03.2021”.
As we have received numerous questions from our professional colleagues through WhatsApp groups “Gyan Gurukul”, inside this editorial we have attempted to clarify all those questions received till date relating to ‘Annual Filings for F.Y. ended 31.03.2021’.
It is an attempt to discuss the Criticalities in the annual filing for the F.Y. ended 31.03.2021
For Example: Whether the Financial Statement can be approved in the meeting held through Video Conferencing?
How to sign a Financial statement when the director is not available in India? etc.
Quick Bites: from point of view of (Financial Statement)
|1.||Is it mandatory for the companies to hold the Board Meeting through video conferencing only due to CoVID 19?
Companies can hold the Board meeting physically as well as through VC after following the guidelines of central/ state.
There is no mandatory requirement of holding the Board Meeting through VC.
|2.||Whether the Companies can hold the Board Meeting through Video Conferencing for the approval of the FINANCIAL STATEMENT?
As per the amendment in Companies Act, 2013, Financial statement of the Company can be approved in the meeting of the Board of Directors held through Video conferencing.
Earlier restrictions has been omitted from the Companies Act w.e.f. financial year 2020-21 onwards.
|3.||Whether it is mandatory for companies to record the Board Meeting held through VC?
As per rule 3 of the Companies (Meetings of board and its power rules) 2014, it is mandatory for all the companies to record the Board Meeting held through VC and keep such recording in the records of the company for the purpose of the audit.
|4.||Whether a Director can attend the Board meeting through teleconference?
Per As per rule 3, the Company can hold Board Meeting through video conferencing which means audio and video both should be there. If any person attends only by one mode audio or video, it is not allowed under the Act.
Therefore, one can opine that a director is not allowed to attend the Board Meeting through teleconferencing.
|5.||In case the Financial Statements are approved through Video Conferencing, what is the process of getting the signatures from the Director who have attented the BM through VC?
In such a case, Director can affix his DSC (Digital Signature) on the Financial Statement and annexures instead of physical signature.
|6.||What shall be the place of signing of the Financial Statement in case the director is affixing his DSC instead of physical signatures?
Place of presence of the Director shall be considered as the place of signing of the Financial Statement.
|7.||Whether place of signing of Financial can be different for all director?
Place of signing of financial of Director can be different, there is no issue in act. Only thing we have to remember that every person below his signature will mention his actual place of signing.
|8.||Whether any other person can affix the DSC on the Financials on behalf of the Director?
As per the Information Technology Act 2000, Digital Signature is having the same value as the manual signature. Therefore, no person can sign on behalf of any other person.
Therefore, one can opine that Digital Signature (DSC) should be affixed only by the Director on the Financial statement.
|9.||Whether the Directors of the company can sign the Financial Statement on different dates?
There is no mandatory condition in the Act that the Directors should sign the Financial Statement on the same date. They can sign the Financials on any date on or after the Board Meeting in which the Financial are approved by the Board of Directors.
However, please note that in such a case, the company have to hold a separate Board Meeting for the approval of the Audit Report, Directors’ report etc.
|10.||Whether the Auditor must sign the Financial Statement on the same date when the Financial Statement have been signed by the Directors?
Auditors can sign the Financial Statement on any date on or after the signing from the Directors of the Company.
However, if the auditor sign the Financial on the different date from the date of signing of the directors then, please note that in such a case Company have to hold a separate Board Meeting for the approval of the Audit Report, Directors report etc.
|11.||Whether the Chairman of the Board Meeting can individually sing the Financial Statement of the Company?
As per Section 134, the Chairman of the Company can individually sign the Financial Statement of the Company. However, Chairman of the Board cannot individually sign the Financial Statement if he is not the Chairman of the Company.
For Signing individually, the person should be the Chairman of the Company otherwise at least two directors are required to sign financial statement out of which one should be the Managing Director.
|12.||Whether it is mandatory to disclose in the Financials about the MSME vendors whose paymen have not been made within 45 days?
As per the MSME Act 2006, Section 22, if the payment made to the MSME vendor after 45 days then, the Company have to properly disclose in its balance sheet about such delayed payment like:
|13.||Whether it is mandatory that the amount mentioned in Form DPT-3 filed for the FY ended 31.03.2021 should match with the amount mentioned in the Financial statement for FY ended 31.03.2021.
As per rule 16 of the Companies (Acceptance of Deposit Rules), 2014, figures mentioned in DPT-3 about loans, advances should be audited figures for the financial year ended 31.03.2021.
Therefore, one can opine that figures mentioned in DPT-3 should be same figures as reported in the Financial Statement of the Company.
|14.||Whether AGM for F.y. ended 20-21 can be held through Video Conferencing?
Due to Covid 19, MCA given relaxation to hold AGM for FY 20-21 through Video Conferencing
|15.||If Financial year of a company is ending on 31 march 2021 then AGM can be held through VC till December, 2021?
There are two things covered in this question:
· Due date of AGM shall be September 30, 2021 if financial year end on March 31, 2021. Therefore, if company held AGM after this date this shall be consider as non-compliance of law.
· If Company get extension from ROC in such case definitely can held AGM through video conferencing till December 2020.
|16.||As per General Circular 14/2020 dated 8/4/2020, every resolution passed through OAVM/VC General Meeting needa to file with Registrar. Which form is used? MGT-14 or any other form??
All the resolution passed in general meeting held through OAVM/VC need to file with ROC within 60 days of AGM in eform MGT-14.
|17.||Can the financials and director report of the Company be signed electronically?
As per Section 134 financial of company can be sign either physically or digitally.
|18.||We have a limited company with 12 shareholders. Can we have agm with physical presence, keeping all norms of Covid 19.?
There is no restriction on Company to held AGM in physical mode. Only condition of place have to check.
|19.||Any extension for holding of AGM??
There is no extension given by MCA for due date of AGM. If Any company want to get extension they can file application with ROC.
|20.||What should be the date and place of director outside india signing balance sheet . In this case there are only two directors in Pvt limited company. one in india and one outside india?
Date and place of signing of financial statement by director signing out side India shall be:
Place: country and city in which he is present
Date: Actual date on which he is signing.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at email@example.com). ‘
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