Annual Returns - Companies Act, 2013

[CA Akash Phophalia]

A glimpse

It is compulsory for every company to prepare annual returns. The enactment of Companies Act, 2013 has introduced new forms and detailed information of the company, to be incorporated in the annual returns of the company.

Information to be mentioned in Form MGT-7

As per Section 92 of the Companies Act, 2013, the following information existing as on date of closure of the financial year of the company is to be mentioned in the annual return.

• its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
• its shares, debentures and other securities and shareholding pattern;
• its indebtedness;
• its members and debenture-holders along with changes therein since the close of the previous financial year;
• its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
• meetings of members or a class thereof, Board and its various committees along with attendance details;
• remuneration of directors and key managerial personnel;
• penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
• matters relating to certification of compliances, disclosures as may be prescribed;
• details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and
• such other matters as may be prescribed,

Authentication

Annual Return of every company shall be signed by (Other than One Person Company and Small company)

1. A director and Company Secretary, or
2. Where there is no Company Secretary, by a Practising Company Secretary (PCS)

Annual Returns of OPC and Small Company

1. By Company Secretary, or
2. Where there is no Company Secretary, by the director of the Company.

Certification by PCS in Form MGT-8

The annual return, filed by a listed company or, by a company having such paid-up capital of ₹ 10 Crores or more or turnover of ₹ 50 Crores or more shall be certified by a PCS in Form No. MGT-8 stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

Extracts of Annual Return in Form MGT-9

The extracts of Annual Return shall be in the Form MGT-9 and shall be attachment of the Board Report.

Filing of Annual Return

A copy of annual return shall be filed by every company with the registrar within period of 60 days from the date of Annual General Meeting (AGM) with such fees as may be prescribed for this purpose. If no AGM held in the year, than within 60 days from the date on which AGM should have been held together with the statement specifying the reasons for not holding AGM, with such fees or additional fees as may be prescribed.

This is all brief about Annual Returns.

This is just for your reference. It does not constitute our professional advice or recommendation.

CS Kanika Lohiya

[email protected]

C/o CA Akash Phophalia

Office No 3

Second Floor

Amrit Kalash

Residency Road

Near Bombay Motor Circle

Jodhpur – 342001

Rajasthan

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