Latest Amendment in Schedule III of the Companies Act, 2013

Filing Financials Statements with RoC

As per Section 137(1) of the Companies Act, 2013, every Company registered in India is required to file e-forms- AOC-4/ AOC-4 CFS/ AOC-4 XBRL/ AOC-4 NBFC/ AOC-4 CFS NBFS every year with the Registrar of Companies, within 30 days from the date of Annual General Meeting. These e-forms need to be filed along with all the relevant documents that are required to be attached.

Every Company is mandated to comply with Schedule III of the Companies Act, 2013 to prepare financial accounts.

Recent amendment in Schedule III of the Companies Act, 2013 under Division-I & Division-II, applicable for Financial Years 2021-22 onwards

1. Rounding off figures appears in the financial statements:

Rounding off was earlier not mandatory for division-1 Companies. However, after the amendments in Schedule 3, rounding off has been made mandatory for both entities.
As per the recent amendments in Schedule 3, it is now mandatory for the Companies to round off the figures appearing in the financial statements on the basis of ‘Total Income’ instead of ‘Turnover’.



Total Income	Rounding Off
Less than one hundred crore rupees	To the nearest hundreds, thousands, lakhs, millions, or decimals thereof
One hundred crore rupees or more	To the nearest lakhs, millions, crores, or decimals thereof




2. A Company shall disclose the shareholding of the promoters* as below:

The disclosure of shareholdings of the promoters and the percentage change during the year has also been added for all Companies.



Shares held by promoters at the end of the year			% Change during the year***
S. No	Promoter’s Name	No. of Shares**	% of Total Shares**
Total




* Promoter here means promoter as defined in the Companies Act, 2013.
** Details shall be given separately for each class of shares.
*** Percentage change shall be computed with respect to the number at the beginning of the year, or if issued during the year for the first time, then with respect to the date of issue.

3. Trade payables due for payment- Ageing is required to be given:

The following aging schedule shall be given for trade payables due for payment,



Particulars	Outstanding for the following periods from the due date of payment#				Total
	Less than 1 year	1-2  years	2-3 years	More than 3 years
(i)MSME
(ii)Others
(iii) Disputed dues
MSME
(iv) Disputed dues
Others




# Similar information shall be given where no due date of payment is specified, in that case, disclosure shall be from the date of the transaction.

Unbilled dues shall be disclosed separately

4. Trade receivables aging schedule:

The following aging schedule shall be given for trade receivables due for payment

1. For Division-I



Particulars	Outstanding for the following periods from the due date of payment#					Total
	Less than 6 months	6 months -1 year	1-2 years	2-3 years	More than 3 years
(i) Undisputed trade receivables – considered good
(ii) Undisputed trade receivables – considered doubtful
(iii) Disputed trade receivables considered good
(iv) Disputed trade receivables considered doubtful




# Similar information shall be given where no due date of payment is specified, in that case, disclosure shall be from the date of the transaction.

Unbilled dues shall be disclosed separately

2. For Division-II



Particulars	Outstanding for the following periods from the due date of payment#					Total
	Less than 6 months	6 months -1 year	1-2 years	2-3 years	More than 3 years
(i) Undisputed trade receivables – considered good
(ii) Undisputed trade receivables – which have a significant increase in credit risk
(iii) Undisputed trade receivables – credit impaired
(iv) Disputed trade receivables–considered good
(v) Disputed trade receivables – which have a significant increase in credit risk
(vi) Disputed trade receivables – credit impaired





# Similar information shall be given where no due date of payment is specified, in that case, disclosure shall be from the date of the transaction.

5. Title deeds of immovable property not held in name of the Company:

The Company shall provide details of all the immovable properties (other than the properties where the Company is the lessee and the lease agreements are duly executed in the favor of the lessee) whose title deeds are not held in the name of the Company.
The details shall be provided in the format given below and where such immovable property is jointly held with others, details are required to be given to the extent of the Company‘s share.




Relevant item in the balance sheet	Description of the item of property	Gross carrying value	Title deeds held in the name of	Whether the  title deed holder is a promoter, director, or relative# of promoter*/director or employee of promoter/director	Property held since which date	Reason for not being held in the name of the Company**
PPE  -	Land Building	-	-	-	-	**also indicate if in dispute
Investment property  -	Land Building
PPE retired from Active use and held for disposal  -	Land Building
others





#Relative here means relative as defined in the Companies Act, 2013.
*Promoter here means promoter as defined in the Companies Act, 2013.

6. Disclosure on revaluation of assets:

In case the Company has revalued its property, plant, and equipment, the Company shall disclose whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017.

7. Disclosure on loans or advances to directors, KMP, and related parties:

Following disclosures shall be made where loans or advances in the nature of loans are granted to promoters, directors, KMPs, and other related parties (as defined under the Companies Act, 2013,) either severally or jointly with any other person, that are:

1. Repayable on demand or
2. Without specifying any terms or period of repayment



Type of borrower	Amount of loan or advance in the nature of loan outstanding	Percentage of the total loans and advances in the nature of loans
Promoters
Directors
KMPs
Related Parties




8. Disclosure on loans or advances to directors, KMP, and related parties:

1. For capital-work-in-progress, where completion is overdue or has exceeded its cost compared to its original plan, the following CWIP completion schedule shall be given,



CWIP	Amount in CWIP for a period of				(Amount in Rs.)	Total*
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Projects in progress
Projects temporarily suspended




*The total shall tally with the CWIP amount in the balance sheet.

2. For capital-work-in-progress, where completion is overdue or has exceeded its cost compared to its original plan, the following CWIP completion schedule shall be given**,



CWIP	To be completed in				(Amount in Rs.)
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Project 1
Project 2




**Details of projects where Activity has been suspended shall be given separately

9. Intangible assets under development:

1. For Intangible assets under development, the following aging schedule shall be given,



Intangible assets under development	Amount in CWIP for a period of				(Amount in Rs.)	Total*
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Projects in progress
Projects temporarily suspended




* Total shall tally with the amount of Intangible assets under development in the balance sheet.

1. For Intangible assets under development, where completion is overdue or has exceeded its cost compared to its original plan, the following intangible assets under development completion schedule shall be given**,



Intangible assets under development	To be completed in
	Less than 1 year	1-2 years	2-3 years	More than 3 years
Project 1
Project 2




**Details of projects where Activity has been suspended shall be given separately.

10. Details of Benami Property held:

Where any proceedings have been initiated or pending against the Company for holding any Benami Property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder, the Company shall disclose the following,

1. Details of such property, including the year of acquisition,
2. Amount thereof,
3. Details of beneficiaries,
4. If the property is in the books, then reference the item in the Balance Sheet,
5. If the property is not in the books, then the fact shall be stated with reasons,
6. Where there are proceedings against the Company under this law as an abetter of the transaction or as the transferor then the details shall be provided,
7. Nature of proceedings, the status of the same, and the Company‘s view of the proceedings.
8. Where the Company has borrowings from banks or financial institutions on the basis of security of current assets, it shall disclose the following,


1. Whether quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
2. If not, a summary of reconciliation and reasons for material discrepancies, if any, shall be adequately disclosed.

11. Intangible assets under development:

Where the Company has borrowings from banks or financial institutions on the basis of security of current assets, it shall disclose the following,

1. Whether quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
2. If not, a summary of reconciliation and reasons for material discrepancies, if any, to be adequately disclosed.

12. Details of Wilful Defaulter:

Where a Company is a declared wilful defaulter by any bank or financial institution or other lenders, the following details shall be given,

1. Date of declaration as wilful defaulter,
2. Details of defaults (amount and nature of defaults),

*wilful defaulter here means a person or an issuer who or which is categorized as a wilful defaulter by any bank or the financial institution (as defined under the Act) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

13. Details of Wilful Defaulter:

1. Current ratio,
2. Debt-Equity Ratio,
3. Debt Service Coverage Ratio,
4. Return on Equity Ratio,
5. Inventory turnover ratio,
6. Trade Receivables turnover ratio,
7. Trade payables turnover ratio,
8. Net capital turnover ratio,
9. Net profit ratio,
10. Return on Capital employed,
11. Return on investment

The Company shall explain the items included in the numerator and denominator for computing the above ratios. Further explanations shall be provided for any change in the ratio by more than 25% as compared to the preceding year.

14. Details of Wilful Defaulter:

Where the Company has any transactions with Companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956, the Company shall disclose the following details,




Name of struck-off Company	Nature of transactions with struck-off Company	Balance outstanding	Relationship with the struck-off Company, if any, to be disclosed
	Investments in securities
	Receivables
	Payables
	Shares held by stuck-off Company
	Other outstanding balances (to be  specified)




15. Registration of charges or satisfaction with Registrar of Companies:

Where any charges or satisfaction yet to be registered with the Registrar of Companies beyond the statutory period, details and reasons thereof shall be disclosed.

16. Compliance with the number of layers of Companies:

Where the Company has not complied with the number of layers prescribed under Clause (87) of Section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017, the name and CIN of the Companies beyond the specified layers and the relationship/extent of holding of the Company in such downstream Companies shall be disclosed.

17. Compliance with approved Scheme(s) of Arrangements:

Where any Scheme of Arrangements has been approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013, the Company shall disclose that the effect of such Scheme of Arrangements has been accounted for in the books of account of the Company in accordance with the Scheme, and in accordance with accounting standards and deviation in this regard shall be explained.

18. The utilization of borrowed funds and share premium:

1. Where any Scheme of Arrangements has been approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013, the Company shall disclose that the effect of such Scheme of Arrangements has been accounted for in the books of account of the Company in accordance with the Scheme, and in accordance with accounting standards and deviation in this regard shall be explained.


1. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries), or
2. Provide any guarantee, security, or the like to or on behalf of the Ultimate Beneficiaries

The Company shall disclose the following,

1. Date and amount of fund advanced or loaned or invested in Intermediaries with complete details of each Intermediary.
2. Date and amount of fund further advanced or loaned or invested by such Intermediaries to other intermediaries or Ultimate Beneficiaries along with complete details of the ultimate beneficiaries.
3. Date and amount of guarantee, security, or the like provided to or on behalf of the Ultimate Beneficiaries.
4. The declaration that relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act have been complied with for such transactions and the transactions are not violative of the Prevention of Money Laundering Act, 2002 (15 of 2003).
3. Where a Company has received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall
1. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries), or
2. Provide any guarantee, security, or the like on behalf of the Ultimate Beneficiaries, the Company shall disclose the following,
1. Date and amount of funds received from Funding parties with complete details of each funding party.
2. Date and amount of fund further advanced or loaned or invested by other intermediaries or Ultimate Beneficiaries along with complete details of the other intermediaries or Ultimate Beneficiaries.
3. Date and amount of guarantee, security, or the like provided to or on behalf of the Ultimate Beneficiaries
4. Declaration that relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act have been complied with for such transactions and the transactions are not violative of the Prevention of Money Laundering Act, 2002 (15 of 2003).


2. Where a company has received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall


1. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
2. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, the company shall disclose the following:-


• Date and amount of fund received from Funding parties with complete details of each Funding party.
• Date and amount of fund further advanced or loaned or invested other intermediaries or Ultimate Beneficiaries alongwith complete details of the other intermediaries‘ or ultimate beneficiaries.
• Date and amount of guarantee, security or the like provided to or on behalf of the Ultimate Beneficiaries
• Declaration that relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with for such transactions and the transactions are not violative of the Prevention of Money-Laundering act, 2002 (15 of 2003).



19. Total Income (in Division II):

Total Revenue has been substituted by Total Income.

20. Undisclosed Income:

The Company shall give details of any transaction not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provisions of the Income Tax Act, 1961) unless there is immunity for disclosure under any scheme and also shall state whether the previously unrecorded income and related assets have been properly recorded in the books of account during the year.

21. Corporate Social Responsibility (CSR):

Where the Company is covered under Section 135 of the Companies Act, the following shall be disclosed with regard to CSR Activities:-

1. Amount required to be spent by the Company during the year,
2. Amount of expenditure incurred,
3. Shortfall at the end of the year,
4. Total of the previous year’s shortfall,
5. Reason for the shortfall,
6. Nature of CSR Activities,
7. Details of the related party transactions, e.g., contribution to a trust controlled by the Company in relation to CSR expenditure as per relevant Accounting Standards,
8. Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movements in the provision during the year should be shown separately.

22. Details of Crypto Currency or Virtual Currency:

Where the Company has traded or invested in Cryptocurrency or Virtual Currency during the financial year, the following shall be disclosed,

1. Profit or loss on transactions involving Cryptocurrency or Virtual Currency
2. Amount of currency held as at the reporting date,
3. Deposits or advances from any person for the purpose of trading or investing in Cryptocurrency/ virtual currency.