What does a section 8 company file after its annual general meeting?
After its annual general meeting, a section 8 company files its financial statements in Form AOC-4 within 30 days and its annual return in Form MGT-7 within 60 days. It does not file Form MGT-7A. A section 8 company is not a small company, even when its capital and turnover are inside those limits.
When is the meeting held?
The first annual general meeting is held within nine months of the end of the first financial year. A later meeting is held within six months of the year end, and not more than fifteen months after the previous one. Notice of a general meeting can be 14 days. How often the board meets is on the meetings page. The company’s objects and licence are on the section 8 page.
Which forms are filed?
AOC-4 carries the financial statements, including a cash-flow statement. The cash-flow exemption for a small company or a one person company does not apply, because a section 8 company is neither. MGT-7 is the annual return. Form MGT-8, the company secretary’s certificate, is attached only when paid-up capital is ₹10 crore or more or turnover is ₹50 crore or more. The wider calendar is on the section 8 compliance page. The due date and the penalty for a late financial statement are on the AOC-4 page.
Every company appoints an auditor. There is no turnover below which a section 8 company skips the audit. The income-tax return is a separate filing. An exemption under the Income-tax Act is not produced by AOC-4. That question is on the tax page.
What is the directors’ report?
The board’s report under section 134 states the year’s activity, the financial result, and the other matters the section requires. It is not, for every section 8 company, a listed-company management discussion or a corporate-governance report. Corporate social responsibility under section 135 applies only when the company meets that section’s thresholds. It is not a chapter of every section 8 report.
Frequently asked questions
Four questions cover MGT-7A, a governance report, the first meeting, and tax.
Does a section 8 company file MGT-7A?
No. MGT-7A is for a small company or a one person company. A section 8 company is outside the small-company definition, so the annual return is MGT-7.
Must every section 8 company publish a governance report?
No. A management discussion and a corporate-governance report are listed-company disclosures. They are not the directors’ report of every section 8 company.
Is the first annual general meeting within six months?
No. The first is within nine months of the end of the first financial year. A later meeting is within six months of the year end.
Does the annual report make the surplus tax-free?
No. Filing AOC-4 does not grant an income-tax exemption. Whether the company is taxed is on the tax page.
Sources
Financial statements are section 137 and the annual return is section 92. A section 8 company is excluded from the small-company definition in section 2(85). Meetings are on the section 8 meetings page.