Statutory Disclosures under the Companies Act, 2013

• JV companies incorporated as private or public limited companies must comply with the Companies Act, 2013.
  
• They are required to maintain and file annual financial statements, Board’s Report, and Annual Return (Form MGT-7) with the Registrar of Companies (RoC).
  
• Disclosure of related party transactions, shareholding patterns, loans and advances, and remuneration to directors must be made.
  
• Board meetings, auditor appointments, and material resolutions must also be disclosed through proper filings such as MGT-14 and DIR-12.
  
• Private companies must disclose significant beneficial ownership under Section 90 if applicable.
  

Financial Statement and Auditor Reporting Requirements

• The JV company must prepare its financial statements as per Schedule III of the Companies Act and Indian Accounting Standards (Ind AS).
  
• Audited financials must be approved by the Board and presented to shareholders in the Annual General Meeting (AGM).
  
• Auditors are required to report any fraud, non-compliance, or material misstatements under Section 143 of the Act.
  
• If the JV is a listed company, it must comply with additional SEBI (LODR) Regulations and submit quarterly and annual financial results to the stock exchanges.
  
• Joint ventures with foreign ownership must also disclose foreign assets and liabilities through the FLA Return to the RBI.
  

Disclosures under Tax Laws and GST

• JV companies must file income tax returns and report details of international transactions and specified domestic transactions under Form 3CEB (for transfer pricing).
  
• They are required to submit Tax Audit Reports (Form 3CD) if turnover crosses the applicable threshold.
  
• Under GST, JVs must file GSTR-1, GSTR-3B, and annual returns (GSTR-9) along with HSN-wise summaries and tax payments.
  
• TDS and TCS disclosures must be made through Form 24Q, 26Q, and 27Q, depending on the type of payment.
  
• All tax filings must match the company’s books and statutory registers.
  

Disclosure of Related Party Transactions (RPTs)

• Transactions between the JV and its partners or their related entities must be disclosed and approved as Related Party Transactions.
  
• Details of such transactions must be reported in the Board’s Report, financial statements, and in Form AOC-2.
  
• RPTs exceeding prescribed thresholds require prior approval of the Board and shareholders via special resolution.
  
• Disclosures must include the nature, value, and rationale for the transaction.
  
• Failure to disclose RPTs can attract penalties and invalidate the transaction.
  

Foreign Investment and RBI Compliance

• If the JV has foreign investment, disclosures must be made to the Reserve Bank of India (RBI).
  
• These includethe  Advance Reporting Form (ARF), Form FC-GPR for share allotment, and annual FLA return for foreign assets and liabilities.
  
• Changes in shareholding, capital infusion, or transfer of shares to non-residents must also be reported.
  
• JVs involving foreign partners must comply with FEMA regulations, sectoral caps, and pricing guidelines.
  
• Non-compliance can lead to compounding proceedings and monetary penalties under FEMA.