HOW TO PREPARE ANNUAL RETURN AS PER COMPANIES ACT, 2013 (MGT-7)
HOW TO PREPARE ANNUAL RETURN AS PER COMPANIES ACT, 2013 (MGT-7)
A. 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.
It is not a tax return: it is simply a corporate law requirement and every company is legally obligated to file this return with Registrar of Companies (ROC).
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 04th April 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
B. 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.
C. 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
D. 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.
E. 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).
F. 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.
DISCUSSION ON ANNUAL RETURN PREPARATION OF ANNUAL RETURN:
MCA by Companies (Management and Administration) Amendment Rules, 2015 dated: 28thAugust, 2015 came out with the Final format of Annual Return (MGT-7).
No. |
Heading |
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MGT-7 | Info Required | Source of Information | |
I. | REGISTRATION AND OTHER DETAILS | ||
Corporate Identification No. | CIN No. of Company | MCA Website | |
Name of Company | Pre-fill | Pre-fill | |
Registered office address | Pre-fill | Pre-fill | |
Email- ID of the company | Email- ID of Company | Letter Head of Company | |
Telephone number with STD code | Telephone No. of Company | Letter Head of Company | |
Website, if any | Website of Company | Letter Head of Company | |
Date of Incorporation | Pre-fill | Pre-fill | |
Type of Company | Pre-fill | Pre-fill | |
Category of Company | Pre-fill | Pre-fill | |
Sub-Category of Company | Pre-fill | Pre-fill | |
Whether company is having Share Capital | Pre-fill | Pre-fill | |
Whether Company is Listed on Recognize Stock Exchange | Select Yes or No | If Yes, Then mention
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Financial Year | 1st April, 2014 to 31st March -15 | Financial statements of Company | |
Whether AGM Held | If yes, then Mention Date,If not, then provide extension details | Minutes of AGM | |
II. | PRINCIPLE BUSINESS ACTIVITY OF COMPANY(All the business activities contributing 10% or more of the total turnover of the company shall be stated) | |||
Number of Business activity |
NIC Code List | |||
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99531 | NIC Code List | ||
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Residential Buildings | NIC Code List | ||
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9953112 | NIC Code List | ||
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Multi-dwelling residential buildings |
NIC Code List |
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40% | NIC Code List | ||
NIC CODE LIST |
http://www.mca.gov.in/XBRL/pdf/NPCS_codes.pdf |
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III. | PARTICULARS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES | ||||||||
Number of Company for which Information is given |
Check the Investments of Company and Check the Shareholder of Company. | ||||||||
Name of Company | Pre- fill | Balance Sheet- Investment of Company | |||||||
CIN of Company | MCA Website | Balance Sheet- Investment of Company | |||||||
Holding/ Subsidiary/ Joint Venture | Check Status as per Definition |
Balance Sheet- Investment of Company |
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% of shares Held |
Balance Sheet- Investment of Company |
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POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO III:
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IV. |
SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY |
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A. | SHARE CAPITAL | ||||||||
(a) | Equity/ Preference Share Capital | ||||||||
Particulars | Face Value | Authorized Capital | Issued Capital | Subscribed capital | Paid up Capital | ||||
Total no. of shares |
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Number of classes | Check whether there is different classes of Equity shares. | ||||||||
Class of shares | Authorized Capital | Issued Capital | Subscribed capital | Paid up Capital | |||||
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(b) | Break-up of paid-up Share Capital | ||||||||
Class of shares | Number of shares | Total Nominal Amount | Total Paid-up amount | Total premium | |||||
Equity Shares | |||||||||
At the beginning of the Year | |||||||||
Increase during the Year | |||||||||
Decrease during the Year | |||||||||
Points to be kept in mind while preparing the point No (b):
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B. | 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) | ||||||||
Points to be kept in mind while preparing the point above:
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C. | Indebtedness including debentures(Outstanding as at the end of Financial Year) | ||||||||
Points to be kept in mind while preparing the point C above
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V. | TURNOVER AND NET WORTH OF THE COMPANY (AS DEFINED IN THE COMPANIES ACT. 2013) | ||
Turn Over |
Turn over as on 31.03.2015 | Statement of Profit & Loss account- Income side. | |
Net worth | Net Worth as on 31.03.2015 |
Check Balance Sheet and Calculate as given in 2 (57) of Companies Act, 2013. |
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VI. | SHARE HOLDING PATTERN | |||||||||||||
SHARE HOLDING PATTERN- PROMOTER | ||||||||||||||
Given in Table format Below Annexure-I |
Number of Shares and Percentage of Share holding. |
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SHARE HOLDING PATTERN- PUBLIC | ||||||||||||||
Given in Table format Below Annexure I |
Numbers of Shares and Percentage of Share holding. |
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SHARE HOLDING PATTERN- PUBLIC (FII) | ||||||||||||||
Details Of Foreign Institutional Investors’ (FILS) Holding Shares Of The Company. |
Name of FII Address, Date of Incorporation,Certificate of IncorporationNo. of Share Hold and Percentage of Share Holding. |
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POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VI:
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VII. | NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS | |||||||||||||
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Promoters |
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Members(other than promoters) | ||||||||||||||
Debenture holders | ||||||||||||||
POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VII:
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VIII. | DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Annexure- III | |||||||||||||
Promoter |
Check as per Definition | |||||||||||||
Executive & Non executive | Check form DIR-12 |
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No. of Director at Beginning of the year | Check No. of Total Director as on beginning of the year (as on 01.04.2014) |
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No. of Director at the end of the year | Check No. of Total Director as on end of the year (as on 31.03.2015) |
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Percentage of share held by Director at the end of the Year |
Director Shareholding as on 31.03.2015 i.e. at the end of the year. |
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Independent or Not | Check status of Director |
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Nominee or Representative | Check Status |
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No. of Director & KMP as on 31.03.2015 |
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IX. | DETAILS OF DIRECTORS & KMP AS ON CLOSURE OF FINANCIAL YEAR | ||
Name |
Name of all the Directors and KMP as on 31st March |
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DIN | DIN of all the Directors and KMP as on 31.03.2015 |
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Designation | Designation of all the Directors and KMP as on 31st March |
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Number of Equity Shares held |
Shareholding of all the Directors and KMP as on 31st March |
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Date of Cessation(after closure of Financial Year if any) | Between 31.03.2015 to Date of finalization of Annual Return |
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X. | PARTICULAR OF CHANGE IN DIRECTOR(S) OR KMP DURING THE YEAR | ||
Name |
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DIN |
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Designation at the beginning/ during the financial year |
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Date of Appointment/ Change in designation / Cessation |
· 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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Points to be kept in mind while preparing the point No X:
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XI. | MEETINGS OF MEMBERS | ||
Type of Meeting |
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Date of Meeting |
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Total No. of Member entitle to attend Meeting |
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Number of Members Present |
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Present Member- % of shareholding |
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XII. | MEETINGS OF BOARD | |
Date of Meeting |
Minutes of the Meeting | |
Total No. of Director as on date of Meeting | Register of Director | |
Number of Director Present | Attendance Sheet of Meeting | |
Present Director- % of Total Director |
Attendance Sheet with Register of Director |
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XIII. | MEETINGS OF COMMITTEE | |||||
Type of Meeting |
Name of Committee | |||||
Date of Meeting | Minutes of the Meeting | |||||
Total No. of Members as on date of Meeting | List of Members of Committee | |||||
Number of Member Present | Attendance Sheet of Meeting | |||||
% of total shareholding |
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 XIII:
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XIV. | REMUNERATION TO DIRECTORS AND KMP MD/ WTD/MANAGER/ CEO/ CFO/ CS/ Director | |||||
Name |
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Designation |
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Gross Salary |
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Commission |
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Stock option |
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Others |
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Total Amount |
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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 XIV:
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XV. | PENALTY/ PUNISHMENT DETAILS THEREON Company/ Director/ Officer | |||||
Name of Company/Director/ Officer | Check with the Director/ Officer and Company whether they penalize during the year. | |||||
Name of Court/ Concerned Authority. | If answer of above Question is Yes, then mention the Name of Authority. | |||||
Date of Order | If Order Passed, then Mention dates of Order –Copy of Order. | |||||
Name of Act And Section Under Which Penalized | Check the Section and Act under which Penalty Levied. | |||||
Details of Penalty | Brief Particular of Offence penalized. | |||||
Details of Appeal & Present Status | Details of appeal done during the financial year and current status. | |||||
XVI. | Details of Compounding of Offence | |
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 | |
Date of Order | If Order Passed, then Mention date of Order – Copy of Order | |
Name of Act and Section under which Committed | Check the Section under which compounding was done. | |
Particular of offence | Brief Particular of Offence compounded | |
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:
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