Annual Return Pursuant
to Section 92(1) of the Companies Act,
2013 read with rule 11(1) of the Companies (Management and
Administration) Rules, 2014
BY
CS D HEM SENTHIL RAJ AND CS K VINOTH
Points To Be Kept In
Mind While Preparing Annual Return
1.
Annual
Return to be prepared by every company as on closing date of the financial
year.
2.
Format
of Annual Return shall be as per Form No.MGT.7 as specified in the Rules.
Annual
Return is classified under two categories for the purpose mentioned below
Form No.
MGT.7
– Format of Annual Return.
Form No.
MGT.9
– Extract of Annual Return to be attached with the Board’s Report.
Additional
Compliance for listed company or a company having paid-up share capital of ten
Crores
rupees or more or turnover of fifty crores rupees or more
Form No. MGT.8 – Format of Certificate
to be issued by a Company Secretary in Practice
to be annexed with the Annual Return.
Annual
Return Format – Explanation For Reference
S.No
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Particulars
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Explanation
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I
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i) CIN/Foreign
Company Registration Number/GLN
Registration Date
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Information to be
entered as per MCA records.
Date of
Incorporation/Registration.
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ii) Category
of the Company
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To choose either public or
private as the case may be.
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iii) Sub Category of the Company
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Eleven
options are given in the format and we require to choose the option under
which the company falls as per the definition given under CA, 2013.
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iv) Whether shares listed on recognized Stock
Exchange(s)
|
Yes/
No to be given by the Company as the Case.
In case of Yes
– Stock Exchange Name and Code
to be mentioned.
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v)
AGM Details
AGM Extension
AGM
Not Held
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AGM Held –
Date of AGM to be Mentioned.
AGM Not Held –
Due date of AGM to be held.
Yes/
No to be given by the Company as the Case.
In case of Yes - reference
number, date of
Approval letter and period up to which extension granted to be
specified.
Reason
for not holding the AGM to be specified.
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vi) Name and Registered Office Address of Company.
Name of the Police Station having jurisdiction where the registered
office is situated.
Address for correspondence, if different from address of registered
office.
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Name
and Registered office of the Company as on the date of closing of the financial
year to be specified.
Name
of the Police Station to be given and it’s not mandatory to give the address
of the Police Station.
If
Correspondence address is different from Registered Office, the Company is
required to give the correspondence address clearly for communication
purpose.
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|
In case of foreign company, please give address of
principal place of business in India.
|
The
Principal place of Business address to be mentioned in case of Foreign
Company.
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vii) Name and Address of Registrar & Transfer
Agents
|
Companies
who have appointed the RTA should specify the full address with Contact
details.
|
|
II
|
Principal Business Activities Of The Company.
|
All
the business activities contributing 10 % or more of the total turnover of
the company shall be
Stated
separately.
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III
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Particulars
Of Holding, Subsidiary And Associate Companies.
|
Particulars
of both Indian and Foreign Holding,
Subsidiary And Associate Companies to be filled up.
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IV
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Share Capital,
Debentures And Other Securities Of The Company
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|
Share
Capital
|
||
(a)
Authorised Share capital Equity/Preference/unclassified
shares.
|
Shares
as on beginning of the year along with Increase/Decrease during the period
with balance as at the end of the year to be specified separately.
Total
at the beginning of the year and total at the end of the year to be given
separately.
|
|
(b)
Issued Share Capital Equity/preference Share.
|
Shares
as on beginning of the year along with Increase/Decrease during the period
with balance as at the end of the year to be specified separately.
Total
at the beginning of the year and total at the end of the year to be given
separately
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(c)
Subscribed Share Capital Equity/Preference Shares.
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||
(d)
(i) Paid-Up share capital.
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Shares
as on beginning of the year along with Increase/Decrease during the period
with balance as at the end of the year to be specified separately.
Mode
of increase/decrease in paid-up share capital to be chosen from the option
available in the format.
Total
at the beginning of the year and total at the end of the year to be given
separately.
|
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(ii) Details of stock split / consolidation during the
year (for each class of shares)
|
Details
before split/consolidation and after split/consolidation with details of
number of shares and face value per share, if any to be given or else it can
be specified as Not Applicable.
|
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(ii) Debentures
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Type
of debentures, number of debentures, nominal value per debenture and total
paid-up of debentures at the beginning of the year and changes if any should
be shown separately.
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(iii) Other Securities
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Details
of type of securities, number of securities, total paid up value should be specified,
if any available.
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Securities Premium Account
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Premium
on equity and other securities should be shown separately.
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V
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Turnover and net
worth of the company (as defined in the Act)
|
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(i)
Turnover
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Turnover
at the end of the financial year should be specified.
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(ii) Turnover at the end of the financial year
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Net
Worth at the end of the financial year should be specified.
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VI
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SHARE
HOLDING PATTERN
(Equity
Share Capital Breakup as percentage of Total Equity)
|
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A.
Category-wise Share Holding
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Shareholding
pattern of the company should be categorised based upon the category of
shareholder by specifying the number of shares in physical form and demat
form as on beginning of the year and at the end of the year.
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B. Shareholding of Promoters
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Details
of promoter shareholding as on beginning of the year and end of the year to
be specified along with the details of shares pledged by the promoters.
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C. Change in Promoters Shareholding.
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Details
of promoter shareholding and changes happened during the financial year along
with the reason of changes to be specified.
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D. Shareholding Pattern of top ten Shareholders (other than Directors,
Promoters and Holders of GDRs and ADRs)
|
Details
of top ten shareholders and changes happened during the financial year along
with the reason of changes to be specified.
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E. Shareholding of Directors and Key Managerial Personnel
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Details
of KMP and Directors shareholding and changes happened during the financial
year along with the reason of changes to be specified.
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F. Indebtedness
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Indebtedness of the Company including interest
outstanding/accrued but not due for payment to be specified with the split of
principal amount, Interest due but not paid and Interest accrued but not due
as on the beginning of the financial year and as at the end of the financial
year along with the changes during the period.
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VII
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Details
Of Members, Debenture Holders And Other Securities Holder
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Ledger folio number, name of the shareholder along
with joint shareholder name, type of share, number of share, amount per
share, date of becoming member and full address to be given for every
individual share holders.
Information
shall be furnished in separate sheet or in electronic mode as per the format
|
VIII
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Details of shares / debentures transfers since the close of last
financial year (or in the case of the first return at any time since the
incorporation of the Company.)
|
Date of registration of transfer, type of
security, Name and ledger folio number of transferor, Name and ledger folio
number of transferee.
Information
shall be furnished in separate sheet or in electronic mode as per the format
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IX
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Promoters/Directors / Key
Managerial Personnel And Changes Therein
|
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(i)Promoter
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Promoters details to be provided.
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(ii) Details of Directors
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Composition of Board of Directors shall be given
with a break up of promoter, Non-Promoter and Nominee Directors along with
their category like Independent, Non-Executive etc to be specified as on the
date of beginning and end of the year.
Details of the director to be given individually
along with the details of Directorships in other companies and changes
therein happened during the financial year.
KMP details to be specified separately followed by
providing the details of Company Secretary, Chief Financial Officer of the
company.
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X
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Meetings Of
Members/Class Of Members/Board/Committees Of
The Board Of Directors
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A.Members/Class Requisitioned/NCLT/Court Convened Meetings
|
Type of the meeting, total number of members
entitled to attend the meeting and attendance in number to be specified
separately for each meeting.
|
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B.Board Meetings
|
Date of meeting, total no of directors on the date
of meeting and number of directors attended details to be provided.
|
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C.Committee Meeting
|
Date of meeting, total no of members in the
committee on the date of meeting and number of members attended details to be
provided.
Separate
sheet to be attached for each Committee
|
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D. Attendance Of Directors
|
Name of the director, number of board meeting and
committee meeting attended by him should be specified separately along with
the details of his/her attendance in the last AGM.
|
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XI
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Remuneration Of
Directors And Key Managerial Personnel
|
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A. Remuneration to Managing Director, Whole-time Directors and/or
Manager:
|
Gross Salary along with the break up to be given
for the remuneration paid to Managing
Director, Whole-time Directors and/or Manager with the ceiling limit of
remuneration payable under the CA, 2013 to be given.
|
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B. Remuneration to other directors
|
Remuneration paid in the form of sitting fee,
commission etc to the Independent Directors and non-executive directors to be
shown separately with the ceiling
limit available under the CA, 2013.
|
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C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD
|
Remuneration payable to KMP like CEO, CS and CFO
to be given separately along with the perquisites.
|
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XII
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Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD
|
Details of penalty, punishment and Compounding given/done
by the company/Directors/Other officers in default should be given separately
along with the details of case and appeal if any made.
|
XIII
|
Matters Related To
Certification Of Compliances And
Disclosures
|
|
A. Certification Of Compliances
|
Details of events / matters in respect of which
the company was liable to file returns or comply with
requisite provisions of the Companies Act and
rules made thereunder shall be specified with the description of the event,
date of event, due date of filing, date of filing of form with SRN, authority
to which it is filed along with the reasons of delay in filing to be put in.
|
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B. Disclosures
|
Date of closure of member/debenture register along
with the date of date of closure, purpose of closure, date of public notice
and no of days the register was closed details to be provided.
Declaration of Dividend – Interim/Final details
along with the date of declaration, percentage of Dividend declared and
dividend per share.
Delisting of Shares /Securities, if any with the
details of stock exchange where shares are delisted.
Change in Nominal Value of Shares like
sub-division or consolidation of shares.
Particulars of intercorporate loans, investments,
etc
Contracts or arrangements in which directors are
interested / related party transactions
Details of resolutions passed by postal ballot
|
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XIV
|
Details in respect of shares held by or on behalf of the FII’s.
|
Name of the FII’s with address, country of
incorporation along with percentage of shareholding to be disclosed.
|
XV
|
Other Disclosures
|
Corporate Social Responsibility
Amount spent by the company during the financial
year in pursuance of its Corporate Social Responsibility policy and The
amount spent as percentage of the average net profits of the company made during
the three immediately preceding financial years to be disclosed.
Limits under
186(2)
[loan and investment by company] and 180(1)(c) [restrictions on powers of
board]with brief description to be specified.
The Company has to specify the details of appointed/re-appointed
Chartered Accountant as the Auditor of the Company at the annual general
meeting.
|
Signing of Annual
Return
Annual Return shall be signed by a director and the Company Secretary, or where there is no Company Secretary, by a company secretary in Practice.
In addition to the above, the Annual Return of listed
company or a company having paid-up share capital of ten Crores rupees or more
or turnover of fifty crores rupees or more shall be certified by a company
secretary in practice as per CA, 2013 in Form No.MGT - 8.
However in case of an OPC and Small Company as defined under Section 2(85), there is no need for a PCS certification.
However in case of an OPC and Small Company as defined under Section 2(85), there is no need for a PCS certification.
By
CS K VINOTH
CS D HEM SENTHIL RAJ
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