HOW TO PREPARE ANNUAL RETURN AS PER COMPANIES ACT, 2013’ {MGT-7}
HOW TO PREPARE ANNUAL RETURN AS PER
COMPANIES ACT, 2013’ {MGT-7}
INTRODUCTION:
Section 159,160,161,162 &
Schedule V deals with the Annual Return & related
Provisions under Companies Act, 1956.
But in Companies Act, 2013 all these
Sections are combined together in one Section namely
– 92.
Annual
return is a yearly statement, required to be filed by every company
irrespective of their nature, i.e. private, public, listed, unlisted, or
status, i.e. active, dormant or under amalgamation. It is perhaps the most
important document required to be filed by every company with the Registrar of
Companies. Apart from the Financial Statements, this is the only document to be
compulsorily filed with the Registrar every year irrespective of any events /
happenings in the company.
Section
92 of the Companies Act, 2013 requires every company to prepare an annual
return, a comprehensive document which contains information of a company
relating to its share capital, indebtedness, directors, shareholders, changes
in directorships corporate governance disclosures etc.
The
Companies Act, 2013, a historic legislation which intends to improve corporate governance
and empower shareholders. The Act has incorporated a framework which is based
on self-regulation but with enhanced disclosures and accountability on the part of
companies and their managements.
The
Ministry of Corporate Affairs vide General Circular 8/2014 dated 04.04.2014 clarified
that annual return in terms of section 92 of the Companies Act, 2013 will be in
form MGT 7 and will be applicable for financial years commencing on or after
1st April, 2014
TIME PERIOD:
Earlier
in the Companies act, 1956 Annual return was prepared for the period from the
date of last AGM to date of current AGM. But there is a major
change under Companies Act, 2013 i.e. now Companies are required to prepare
Annual Return for the financial year i.e. 1st April to 31st
March.
ANNUAL RETURN OF FOREIGN
COMPANY:
As
per section 384(2), the provisions of section 92 shall also apply to a foreign
company, subject to such exceptions, modifications and adaptations as may be
made therein by rules. Rule 7 of the Companies (Registration of Foreign Companies)
Rules, 2014 provides that every foreign company shall prepare and file, within
a period of sixty days from the last day of its financial year, to the
Registrar annual return in Form FC.4 along with fee, containing the particulars
as they stood on the close of the financial year
EXTRACT OF ANNUAL
RETURN:
As
per sub-section (3) of section 92, the companies are also required to prepare extract
of Annual Return in Form No. MGT-9 which shall form part of Board’s Report.
PENALTY:
If
a company fails to file its annual return under section 92, before the expiry of
the period specified under section 403 with additional fee, the company shall
be punishable with fine which shall not be less than fifty thousand rupees but
which may extend to five lacs rupees and every officer of the company who is in
default shall be punishable with imprisonment for a term which may extend to
six months or with fine which shall not be less than fifty thousand rupees but
which may extend to five lacs Rupees, or with both.(Section 92).
FILING OF ANNUAL
RETURN WITH THE REGISTRAR (SECTION 92(4))
The
return has to be filed with the Registrar of Companies within 60 days from the
date of Annual General Meeting. If the Annual General Meeting is not held in
any year, the return has to be filed within 60 days from the date on which
Annual General Meeting should have been held together with the statement
specifying the reasons for not holding the Annual General Meeting, on payment
of such fee or additional fee as prescribed (Rule 12 of the Companies
(Registration Offices and Fees) Rules, 2014.
Let’s Start Detailed discussion on Annual return Preparation of Annual Return:
MCA by Companies
(Management and Administration) Amendment Rules, 2015 dated: 28th August,
2015 came out with the Final format of Annual Return (MGT-7).
No.
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Heading
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MGT-7
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Info Required
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Source of Income
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I.
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REGISTRATION
AND OTHER DETAILS
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Corporate Identification No.
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CIN No. of Company
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MCA Website
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Name of Company
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Pre-fill
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Pre-fill
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Registered office address
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Pre-fill
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Pre-fill
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Email- ID of the company
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EMAIL ID of Company
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Letter Head of Company
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Telephone number with STD code
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Telephone No. of Company
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Letter Head of Company
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Website, if any
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Website of Company
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Letter Head of Company
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Date of Incorporation
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Pre-fill
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Pre-fill
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Type of Company
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Pre-fill
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Pre-fill
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Category of Company
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Pre-fill
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Pre-fill
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Sub-Category of Company
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Pre-fill
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Pre-fill
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Whether company is having Share Capital
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Pre-fill
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Pre-fill
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Whether Company is Listed on Recognize Stock
Exchange
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Select Yes or No
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If Yes, Then mention
1.
SE code and SE Name
2.
Transfer Agent
CIN
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Financial Year
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1st April, 2015
- 31st March -16
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Financials of Company
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Whether AGM Held
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If yes Then Mention Date
If not then provide extentsion details
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Minutes of AGM
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II.
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PRINCIPLE
BUSINESS ACTIVITY OF COMPANY
(All the business activities contributing 10% or more of the total
turnover of the company shall be stated)
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Number of Business activity
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NIC Code List
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·
Main
Activity Group Code
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99531
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NIC Code List
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·
Description
of main business activity
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Residential Buildings
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NIC Code List
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·
Business
Activity code
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9953112
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NIC Code List
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·
Description
of Business Activity
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Multi-dwelling residential buildings
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NIC Code List
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·
% of
Total Turnover of Company
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40%
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NIC Code List
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NIC CODE LIST
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III.
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PARTICULARS
OF HOLDING, SUBSIDIARY, JOINT VENTURES
AND ASSOCIATE COMPANIES
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Number of Company for which Information is
given
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Check the Investments of Company and Check the Shareholder
of Company.
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Name of Company
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Pre- fill
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Balance Sheet- Investment of Company
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CIN of Company
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MCA Website
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Balance Sheet- Investment of Company
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Holding/ Subsidiary/ Joint Venture
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Check Status as per Definition
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Balance Sheet- Investment of Company
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% of shares Held
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Balance Sheet- Investment of Company
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POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO III:
·
Check the Register of Member for – Subsidiary.
·
Check the definition of Holding, Subsidiary and
Associate Company.
·
Check the Investment Register of the auditee
company.
4
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SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES
OF THE COMPANY
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(I)
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SHARE CAPITAL
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(a)
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Equity/ Preference Share Capital
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Particulars
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Face Value
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Authorized
Capital
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Issued
Capital
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Subscribed
capital
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Paid up
Capital
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Total no. of shares
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§
Balance Sheet
§
MCA Website
§
Register of Members
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Number of classes
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Check
whether there is different-2 class of Equity shares.
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Class of shares
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Authorized
Capital
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Issued
Capital
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Subscribed
capital
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Paid
up Capital
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§ Balance
Sheet
§ MCA Website
§ Register of
Members
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(d)
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Break-up of paid-up Share Capital
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Class of shares
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Number of
shares
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Total
Nominal Amount
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Total
Paid-up amount
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Total
premium
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Equity Shares
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At the beginning of the Year
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Increase during the Year
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Points to
be kept in mind while preparing the point No d:
·
Register of Member at the beginning of the Year.
·
Whether any allotment during the year (PAS-3)
·
Type of Allotment.
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Decrease during the Year
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Points to
be kept in mind while preparing the point No d:
§
Register of Member at the end of the Year.
§
Transfer of Shares during the year.
§
Forfeiture of shares during the year, if any.
§ Redemption of Shares
during the year if any.
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(III)
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Details of shares/debenture transfers since
closure date of last financial year(or in the case of the first return at any
time since the incorporation of the Company)
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Points to
be kept in mind while preparing the point No d:
§
Register of Share Transfer.
§
Share Transfer Deeds.
§
Minutes of Board Meeting.
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(IV)
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Indebtedness including debentures(Outstanding
as at the end of Financial Year)
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Points to
be kept in mind while preparing the point No d:
§ Register of
Securities.
§ Balance Sheet.
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V.
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TURNOVER AND
NET WORTH OF THE COMPANY
(AS DEFINED
IN THE COMPANIES ACT. 2013)
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Turn Over
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Turn over as on 31.03.2015
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Statement of Profit & Loss account- Income side.
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Net worth
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Net Worth as on 31.03.2015
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Check Balance Sheet and Calculate as:
As given in 2 (57) of Companies Act, 2013
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VI.
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SHARE HOLDING
PATTERN
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SHARE HOLDING PATTERN- PROMOTER
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Given in Table format Below- Annexure I
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Number of Shares and Percentage of Share holding.
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§
Check the Status of Promoter.
§
Register of Members
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SHARE HOLDING PATTERN- PUBLIC
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Given in Table format Below- Annexure I
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Numbers of Shares and Percentage of Share holding.
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§
Register of Members
§
Register of Shareholder
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SHARE HOLDING PATTERN- PUBLIC (FII)
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Details Of Foreign Institutional Investors' (FILS) Holding Shares Of
The Company.
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Name of FII Address, Date of Incorporation,
Country of Incorporation
No. of Share Hold and Percentage of Share Holding.
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§ Register of
Members
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POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VI:
·
Read the Definition of Promoter given in
section 2(69) of Companies Act, 2013. As per definition decide the Promoters of
the Company.
·
Shareholding of person other than promoter is
to be entered in Share Holding Pattern- Public.
VII.
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NUMBER OF
PROMOTERS, MEMBERS, DEBENTURE HOLDERS
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Promoters
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·
Register of Members
·
PAS-3 (filed during the Year)
·
Transfers Deeds
·
Minutes of the Meetings
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Members
{other than promoters)
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Debenture holders
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POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VII:
·
Check Register of Member (Shareholder at the
beginning of the Year).
·
Check whether there is any allotment during the
year for (Addition).
·
Check whether any Transfer/forfeiture/Buy-back
for (Cessation).
·
Check the Register of Member (Shareholder at
the end of the Year).
VIII.
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DETAILS OF
DIRECTORS AND KEY MANAGDRIAL PERSONNEL- Annexure- III
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Promoter
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Check as per Definition
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Executive & Non executive
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Check form DIR-12
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§
Register of Director
§
DIR-12
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No. of Director at Beginning of the year
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Check No. of Total Director as on beginning of the year (as
on 01.04.2014)
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Register of Director
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No. of Director at the end of the year
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Check No. of Total Director as on end of the year (as on
31.03.2015)
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§
Register of Directors
§
MCA Website
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Percentage of share held by Director at the end of the Year
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Director Shareholding as on 31.03.2015 i.e. at the end of
the year.
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Register of Directors Shareholding
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Independent or Not
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Check status of Director
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§
Declaration of Independency
§
DIR-12
§
Register of Director
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Nominee or Representative
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Check Status
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§
DIR-12
§
Register of Member
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No. of Director & KMP as on 31.03.2015
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Check
Register of Directors
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VIII
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DETAILS OF
DIRECTORS & KMP AS ON CLOSURE OF FINANCIAL YEAR
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Name
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Name of all the Directors and KMP as on 31st
March
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§
Register of Director
§
MCA
§
DIR- 12
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DIN
|
DIN of all the Directors and KMP as on 31.03.2015
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§
Register of Director
§
MCA
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Designation
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Designation of all the Directors and KMP as on 31st
March
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§
Register of Director
§
MCA
§
DIR- 12
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Number of Equity Shares held
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Shareholding of all the Directors and KMP as on 31st
March
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§
Register of Director
Shareholding
§
Register of Member
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Date of Cessation
(after closure of Financial Year if any)
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Between 31.03.2015 to Date of finalization of Annual
Return
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§
DIR-12
§
MCA
§
Minutes
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VIII
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PARTICULAR OF
CHANGE IN DIRECTOR(S) OR KMP
DURING THE
YEAR
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Name
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§
Register of Director
§
DIR-12
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DIN
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§
Register of Director
§
DIR-12
§
DIN-3
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Designation
at the beginning/ during the financial year
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§
Register of Director
§
DIR-12
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Date of
Appointment/ Change in designation / Cessation
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§
Register of Director
§
DIR-12,
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Nature
of Cessation
(after
closure of Financial Year if an Date of Appointment/ Change in designation /
Cessation
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§
Register of Director
§ DIR-12
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Points to be kept in mind while preparing the
point No VIII:
·
Check the Register of Director
·
Check Form DIR-12
·
Check the MCA Website
IX.
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MEETINGS OF MEMBERS
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Type of Meeting
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Notice of the Meeting
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Date of Meeting
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Minutes of the Meeting
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Total No. of Member entitle to attend Meeting
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Register of Member
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Number of Members Present
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Attendance Sheet & Proxy Sheet of Meeting
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Present Member- % of shareholding
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Attendance Sheet with Register
of Member
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IX.
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MEETINGS OF BOARD
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Date of Meeting
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Minutes of the Meeting
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Total No. of Director as on date of Meeting
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Register of Director
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Number of Director Present
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Attendance Sheet of Meeting
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Present Director- % of Total Director
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Attendance Sheet with Register of Director
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IX.
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MEETINGS OF COMMITTEE
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Type of Meeting
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Name of Committee
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Date of Meeting
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Minutes of the Meeting
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Total No. of Members as on date of Meeting
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List of Members of Committee
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Number of Member Present
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Attendance Sheet of Meeting
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% of total shareholding
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Attendance Sheet with total no. of Members
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Note:
After filling of above mention details there is
Part ‘D’ of Point ‘IX’ which talks about the presence of Director in all type of
Meeting whether Board, Committee and General Meeting. It will calculate the
presence of Director in the Business of Company by calculating his presence in
the Meetings of the Company.
Points to be kept in mind while preparing the point No IX:
·
Check
the Frequency of No. of Meeting
·
Check
the Quorum of the Meeting
X.
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REMUNERATION
TO DIRECTORS AND KMP
MD/ WTD/ MANAGER/ CEO/ CFO/ CS/ Director
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Name
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Name of the Person
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Designation
|
§
Register of Director
§
MCA
§
DIR-12
|
|
Gross Salary
|
§
Balance Sheet of the Company
§
Minutes of Meeting in which
appointment made
§
Appointment Letter
|
|
Commission
|
Ledger
|
|
Stock option
|
Balance Sheet of the Company
|
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Others
|
Balance Sheet of the Company
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Total Amount
|
Balance Sheet of the Company
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Note:
Remuneration to all the Directors / KMP / required
to be given in the Annual Return.
Points to
be kept in mind while preparing the point No XII:
·
Verify the Amount of Remuneration from Balance
Sheet, Ledger, Minutes of appointment / increase in remuneration and any form
if filed.
XII.
|
PENALTY/ PUNISHMENT DETAILS THEREON
Company/ Director/ Officer
|
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Name of Company/
Director/ Officer
|
Check with the Director/ Officer and Company whether they
penalize during the year.
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Name of Court/ Concerned Authority.
|
If answer
of above Question is Yes, then mention the Name of Authority.
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Date of Order
|
If Order Passed, then Mention dates of Order – Copy of Order.
|
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Name of Act And Section Under Which Penalized
|
Check the Section and Act under which Penalty Levied.
|
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Details of Penalty
|
Brief Particular of Offence penalized.
|
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Details of Appeal & Present Status
|
Details of appeal done during the financial year and
current status.
|
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XII.
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Details of Compounding of Offence
|
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Name of Company/
Director/ Officer
|
Check with
the Director/ Officer and Company whether they gone for any compounding
during the financial year.
|
|
Name of Court/ Concerned Authority
|
If answer
of above Question is Yes, then mention the Name of Authority
|
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Date of Order
|
If Order
Passed, then Mention date of Order – Copy of Order
|
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Name of Act and Section under which Committed
|
Check the
Section under which compounding was done.
|
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Particular of offence
|
Brief
Particular of Offence compounded
|
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Amount of compounding
|
Amount levied
by authority on compounding.
|
|
Note:
For
the better Corporate Governance, Knowledge of Stake Holders and for the Transparency
regarding default of Company, Its Directors and Officer above step is taken by
the Ministry.
Points to be kept in mind while preparing the point No XII:
·
Check maximum amount of the fine- If it does
not exceed five lakh rupees then the application for compounding of an offence
be made to Regional Director and in other case to the tribunal.
·
Refer the particular Sections of the Companies
Act, 2013 to identify the nature of offence and penalty/ punishment
NOTE
|
Below Given Part
No. XI. XIV
I will discuss
in my Next Article- Professional Involvement in preparation of Annual
Return
|
XI.
|
Whether company has made all compliances and disclosures during the
year
|
XIII.
|
Whether
complete list of shareholders, debenture holders has been enclosed as an
attachment
|
XIV.
|
Compliance of
Sub-Section (2) of Section 92, in Case of Listed Companies
|
Disclaimer:
The
entire contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
Although care has been taken to ensure the accuracy, completeness and
reliability of the information provided, I assume no responsibility therefore.
Users of this information are expected to refer to the relevant existing
provisions of applicable Laws. The user of the information agrees that the
information is not a professional advice and is subject to change without
notice. I assume no responsibility for the consequences of use of such information.
IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR
INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE
OF THE INFORMATION. This is only a knowledge sharing initiative and author do
not intend to solicit any business or profession.
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