1.Every company should prepare and file an annual return every year which contain various particulars about the Company as on the date of closure of the financial years.
2.The annual return must be filed by a Company, whether it has share capital or otherwise, whether it is private company or public company, whether it is doing business or not.
3.Even a company which is a “not for profit” association must file annual return.
4.Even One Person Company and small companies have to file annual return.
5.A Company which has not registered annual returns or financial statements for two financial years successfully. The registrar in Chennai office shall issue a notice to that company. Enter the name of such company for their registration of documents to be filed.
6.Please note that annual return should be filed even by a company which has not held its Annual General Meeting.
7.The time limit for filing the annual return is 60 (sixty) days from the date of Annual General Meeting. If a private limited company has not held its annual general meeting, the time limit will start running from the due date for holding the Annual General Meeting.
8.The Annual Return should be in Form No. MGT _7.1
9.In Form No. MGT-7, your company should furnish a lot of information. This will include furnishing particulars which are general in nature such as the CIN, Date of Registration, Name of the Company, the category in which your company falls, address of its registration office in Chennai and Bangalore. Whether your company is a listed company or not. If so the address of your company registrars and transfer agents.
The details of principal business activities and national industrial classification code pertaining to the activity that is being undertaken by your company for all business that constitutes not less than 10% of the total turnover of your private limited company. The particulars of your company’s holding, associate companies and subsidiary companies must also be given.
10.In Form No. MGT-7, under the caption, “category / sub-category” your company must state. Whether it is a public limited company or private limited company. State its sub-category.
Whether it is a small company or one person company or subsidiary of any foreign company or a non-banking financial company or guarantee company or a company limited by shares or unlimited company or a company having share capital or a company not having share capital or a company licensed under Section 8 of the 2013 Act.
11.Shareholding pattern should also be set out. This will not apply to com having share capital. The shareholding pattern must be given in a manner that comparing the date as at the end of the previous financial year with those as at the financial year in relation to which the annual return is being prepared shares held by different categories of shareholders. Such as public shareholding,institutions, non-residents have to be shown.
13.Particulars of turnover, debentures, securities premium account should furnished.
14.Listed companies have to furnish information on changes in shareholding of promoters. The other top ten shareholders of the company as per Section 93 of the 20. Therefore details of such information and changes must also be shown with therefor such as acquisition or allotment.
15.Indebtedness of your company including interest outstanding / accrued due for payment must also be furnished.
16.Remuneration of directors and key managerial personnel should also be provided. Remuneration to other directors such as non-executive directors, independent directors and sitting fees for attending meetings of the board or committee of directors paid/pay able should also be furnished in this Form which should be part of the Board’s Report.
17.In addition, this extract should also show penalties and punishments suffered and compounding of offences availed for any contravention of the provisions of the companies Act. This should be given with respect to each offence for the private limited company and for every director / key managerial personnel or officer in default.
18. Apart from the above, matters relating to certification of compliances and disclosures. It should also be given including particulars of related party contracts and arrangements. This must capture particulars of actions taken under Corporate Social Responsibility and also appointment of auditors at annual general meeting.
19.The most important part of Form No. MGT _7′ is to give the full details of directors, key managerial personnel, company secretary, chief financial officer and full particulars of members and debenture holders and transfer of shares and securities during the year from the close of previous financial year to the close of the financial year for which the annual return have their registration in Chennai.
20. In Form No. MGT-7, your company must furnish complete particulars of all meetings. Whether general meetings or board meetings or committee meetings. Even attendance of directors must be given for their registration aspects.
21. The annual return should be complete in all respects so that e-Form MGT-7 gets completely filled. Uploading in MCA portal becomes possible.
22. The annual return should be digitally signed by a Director.
23. For fee payable on forms to be filed with ROC (Registration offices and fees).
24. In the case of One Person Company and Small Company. The annual return shall be signed by the Company Secretary.
25. In addition to preparing and filing an annual return, every company must also furnish in its Board’s Report to be made under Section 134 of the 2013 act. An extract of the annual return in Form No. MGT-9.6 In the Board’s Report, therefore under the title”EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON ….. , please give the following particulars as on the date of closure of the financial year.
26. In the case of a listed company and a company having a paid up share capital of (Rupees Ten Crores) or more or turnover of (Rupees fifty Crores) or more.
27.In Form No. MGT -9 also, almost all the particulars that are furnished in MGT _78have to be given except mainly the full details of individual directors, key managerial personnel, company secretary, chief financial officer. The full particulars of members and debenture holders and transfer of shares and securities during the year from the close of previous financial year to the close of the financial year for which the annual return is being filed.
28. A Company which fails to file its annual returns before the expiry of period specified under Section 403 of the 2013 Act (at present 270 days) with additional fee. If it is an private limited company, the fine is (Rupees fifty thousand only).
29.The offence in compoundable under Section 441 of the 2013 Act. In the case of every officer of the private limited company in default. The offence is compoundable only by the special court.
30. Any person who is found to be guilty of fraud, is punishable with penalty for a period. Which shall not be less than 6 (six) months. But which may extend to 10 years. The fine must be paid in the registration offices in Chennai and Bangalore.
31. Every person who signs the annual return and the extract thereof and every person who certifies the annual return must carefully check and validate the correctness of in formation furnished in the annual return and its extract so that such harsh provisions not invoked.
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