COMPANIES ACT, 2013 ANNUAL RETURN (MGT 7) VIKAS R CHOMAL VIKAS R CHOMAL & ASSOCIATES PRACTISING COMPANY SECRETARY & TRADE MARK AGENT Email: ino@vrca.co.in, csvrca@gmail.com, 022-25410931 / 9819811641

Key Areas Applicable Sections Comparison between CA 1956 & CA 2013 Contents of Annual Return Signing of Annual Return Certification Due Date of Filing Documents required/Check List for preparation of Annual Return Filing of Annual Return by Foreign Company Place of keeping of Annual Return Preservation of Annual Return Penalty for Non Compliance MGT 9 - Extract of Board Report MGT 8 – Compliance Certificate

Applicable/Related Sections: Section 92 - Annual Return Section 93 - Return of change in shareholding pattern. Form MGT 10. Now omitted in Companies Amendment Act, 2017 Section 94 - Place of keeping & Inspection of Registers, Returns etc. Section 95 - Registers to be evidence Section 164 - Disqualification for appointment of Director Section 271 - Circumstances of winding up of Company by Tribunal. Section 441 - Compounding of offence Section 447 - Punishment for Fraud. Section 448 - Punishment for False Statement Rule 8 The Companies (Management and Administrative) Rules, 2014 - Authentication. Rule 12 The Companies (Management and Administrative) Rules, 2014 - Extract of Annual Report.

CA 1956 & CA 2013: Sections CA 1956 Section 159 (AR having Share Capital), 160 (AR not having Share Capital), 161 (AR Certification and Certificate to be annexed), 162 (Penalty provisions) & Schedule V (Forms and contents) deals with Annual Return and related provisions CA 2013 Section 92 Deals with everything.

Annual Return – Form, Annexures and Certifications and contents: Annual Return – Form MGT 7 Attachment – MGT 8, SH Pattern, Letter for Extension of AGM. Certification by PCS Only. Extract of Annual Return to be attached with Board Report – MGT 9.

Contents of 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,

Signing of Annual Return All Companies (Except OPC) Annual Return shall be signed by – a director and the company secretary, or where there is no company secretary, by a PCS. OPC, small company and private Company (Start up). whole time CS or where there is no whole time CS by a director.

Certification: Under sub-section (2) of section 92 of the Act read with rule 11(2) of the Companies (Management and Administration)Rules, 2014, the Annual Return of a listed company or of a company having a paid up share capital of Rs. 10 Crores or more or turnover of Rs. 50 Crores or more shall be certified by a PCS in the Form No.MGT-8. The certificate shall state that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

Due Dates: Where AGM is held: A copy of the annual return, within 60 days from the date on which the annual general meeting is held to be filed with MCA. Where no AGM is held: A copy of the annual return, within 60 days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, along with the applicable fees, or along with the additional fee within the additional time of 270 days.

Documents/records required for preparation/Certification of Annual Return: 1. Memorandum and Articles of Association 2. Forms and receipts filed with the Registrar of Companies 3. Register of Members 4. Share Transfer Registers 5. Register of Directors , Directors shareholding & KMPs 6. Disclosure forms from directors for the period prior to Annual Return Certification 7. Register of charges 8. Minutes of Board, AGM, Share Transfer, Remuneration, Audit & Stakeholders Relationship Committees 9. Copy of latest Balance sheet along with notice of AGM.

10. Intimation to Stock Exchanges, confirmation from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the change of the name of the company, change in face value of equity shares, change in ISIN of the company and the Scrip code / symbol of the company etc. 11. Board resolution for any type of corporate actions taken by the company. 12. Corporate action forms filed by the company with the depositories /stock exchanges. 13. Equity shareholding pattern and its breakup as at the close of the financial year. 14. Any orders received by the company from the High Court or from any other regulatory body. 15. Registers of investments of the company. 16. Any other documents as may be required.

Filing of Annual Return by Foreign Company: Every foreign company shall prepare and file to ROC, within a period of 60 days from the last day of its financial year, annual return in Form FC-4 along with the applicable fee containing particulars as they stood on the close of the financial year. [Section 384 read with Rule 7 of Companies (Registration of Foreign Companies) Rules, 2014].

Place of Keeping Annual Return: At the Registered Office of the Company At any other place in India: where 1/10th of the members reside as per Register of Members. Members have approved the same through special resolution Submit advance copy of the same to ROC at least one day before the date of the AGM in Form MGT-14. [Section 94(1) read with Rule 15(6) of Companies (Management and Administration)Rules, 2014]

Preservation of Annual Return: Copies of all annual returns prepared under section 92 and copies of all documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with ROC. [Rules 15 (3) of Companies (Management and Administration) Rules, 2014]

Penalty for Non Compliance: 1. Certification of annual return by Company Secretary in Practice otherwise than in conformity with the requirements of the Companies Act, 2013 or the Rules there under. [Section 92(6) of Companies Act 2013] Minimum – Rs. 50,000 Maximum – Rs. 5,00,000 2. Failure to File annual return on time and additional time specified. [Section 92(5) of Companies Act 2013] Company fine- Every Officer of Company who is in default- Imprisonment for a term which may extend to 6 months or Fine or Imprisonment or both.

3. Refusal for inspection or making any extract or taking required copy [Section 94(4) of Companies Act 2013] Penalty of Rs.1,000 for every day subject to a maximum of Rs.1,00,000 during which the refusal or default continues.