What are the reporting obligations to MCA for JV companies?

Annual Financial Statements – Form AOC-4

  • Every JV company must file its audited financial statements with the MCA using Form AOC-4.
  • This includes the balance sheet, profit and loss account, cash flow statement, and notes to accounts.
  • The form must be filed within 30 days from the date of the annual general meeting (AGM).
  • Director’s Report and Auditor’s Report must also be attached.
  • Non-filing attracts penalties on a per-day basis until compliance is made.

Annual Return – Form MGT-7 or MGT-7A

  • The JV must file its annual return with details of shareholding, directorship, meetings, and changes during the financial year.
  • Form MGT-7 is applicable to most companies, while Form MGT-7A is for small companies and OPCs.
  • It must be filed within 60 days from the date of the AGM.
  • The return must be digitally signed by a director and a practicing company secretary (if applicable).

Filing of Board Resolutions – Form MGT-14

  • Certain resolutions passed by the board or shareholders (e.g., approval of financial statements, change in capital, borrowing) must be filed in Form MGT-14.
  • The form must be submitted within 30 days of passing the resolution.
  • Not applicable to private companies for some types of board resolutions due to exemption notifications.

Changes in Share Capital – Form PAS-3

  • If the JV issues new shares or securities, it must file Form PAS-3 to report the return of allotment.
  • It includes details of the allottees, consideration, and share certificates issued.
  • Must be filed within 15 days of allotment to maintain shareholding transparency.

Appointment or Resignation of Directors – Form DIR-12

  • Any appointment, resignation, or change in designation of directors must be reported in Form DIR-12.
  • It should be filed within 30 days from the event date.
  • Director consent (DIR-2) and board resolution must be attached.

Disclosure of Significant Beneficial Ownership – Form BEN-2

  • If an individual holds indirect or beneficial ownership of 10% or more shares or control, the company must file Form BEN-2.
  • Must be submitted within 30 days of receiving declaration in Form BEN-1 from the beneficial owner.
  • Helps the MCA track real ownership and prevent shell companies.

KYC of Directors – Form DIR-3 KYC

  • Every director with a Director Identification Number (DIN) must submit DIR-3 KYC annually.
  • This ensures updated records of mobile number, email, and identity proof.
  • Filing deadline is generally 30th September of each year.

Additional Filings for Foreign Investment

  • If the JV involves foreign investment, it must also file returns on the RBI’s FIRMS portal and maintain proper statutory registers.
  • However, corporate-level filings like AOC-4, MGT-7, DIR-12, etc., must still be filed with the MCA as per Companies Act compliance.

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