A snapshot of certain company information as on the close ... - Annual Return (2).pdf · -To the...

CS Arvind KohliARVIND KOHLI & Associates

Company Secretaries199 Sector 7, Urban Estate, Gurgaon 122001

Ph: 91-124-4005260, 91-9811026619Email: arvindkohli@gmail.com

A snapshot of certain company information as on the close of the FY;.

Most important document filed with ROC every year;

Extensive disclosure and greater insight into the non-financial matters of the ◦ Company; and

◦ People behind management of the company.

Provides Annual information about the Company

Helps stakeholders to ensure that the company isadministered in a proper way in the interest of itsmembers and creditors.

Signing of Annual ReturnoBoth by a Director and CS

oWhere no CS by a PCS

Annual Return of OPC and Small Company

oBy CS

oWhere no CS by Director

Certification of Annual Return by PCS

oOf a Listed Company ; or

oCompany with Paid Up Capital Rs. 10 Crore or more ; or

o Turnover of Rs. 50 Crore or more.

oWithin 60 days from date of AGM.

oIf no AGM is held then within 60 days from the date onwhich the AGM should have been held together withstatement specifying the reason of not holding theAGM.

oNon filing of Annual Return is a compoundableoffence with the permission of Special Court inaccordance with the procedure of the Code of CriminalProcedure, 1973 for compounding of offences.

- To the Company –

- minimum of Rs. 50,000 which may extend to Rs.5,00,000. (Sec. 92)

For a consecutive five financial years, the companymay be wound up by the Tribunal.(Sec. 271)

For last two financial years, it will be termed asinactive company. (Sec.455(1) explanation)

For two consecutive financial years, ROC shall aftergiving notice to the company enter its name in theRegister of Dormant Companies.(Sec.455(4))

To the Director(s)-

Imprisonment extendable to 6 months or fine of minimum Rs. 50,000 extendable to Rs. 5,00,000 or both. (Sec.92)

For consecutive period of 3 financial year, the director(s) shall not be eligible for re-appointment in that company or appointment in any company for a period of 5 years from the date on which the said company fails to do so. (Sec. 164(2)

If a director or any person makes a false statement or omits a material fact knowing it to be material, he shall be punishable with imprisonment for a minimum of 6 months extendable to 10 years and shall also be liable to fine of amount involved in the fraud extendable to 3 times of amount involved in fraud. (Sec. 448 read with 447)

Class Action Suit may be brought under Section 245.

Certification of Annual Return otherwise than in conformity of Sec. 92 or rules made thereunder, punishable with fine minimum of Rs. 50,000 extendable to Rs.5,00,000.(Sc. 92(6)

Punishable for any false statement or omission of any material facts under(Sec.448 read with 447)

Liable for action by Disciplinary Committee of ICSI for guilty of professional misconduct.

Liable for action vide MCA circular no. 10/2014 dated 07/05/2014 for submission of false, misleading or incorrect information.

Annual Return to be kept at Regd. Office in the safe custody ofCS or any other person authorised by the Board.

Inspection of Annual Return by any member, debenture holder,other security holder or beneficial owner be made available freeof cost at reasonable time and for others on payment notexceeding Rs. 50 for each inspection.

Copies of extracts of Annual Return to be made available within7 days of deposit of fees not exceeding Rs. 10 per page.

Annual Return and all certificates and documents annexedthereto shall be preserved for a period of 8 years from the dateof filing with the ROC.

Contents of the Annual Return are admissible as prima facieevidence in Courts and other Judicial Authorities.(Sec. 95)

oRegistration Number of the Company

oCIN;

oForeign company registration number/ GLN;

oCategory of the company;

oSub category of the company;

oNames of Stock Exchanges where the shares are listed,if any;

oWhether AGM held during the year;

oDate of AGM or due date of AGM;

oIf AGM not held, the reasons for not holding the same.

oName;

oFull address;

oTown/City and State;

oPIN Code;

oCountry name and country code;

oTelephone & Fax Numbers; and

oE-mail address and website if any;

oPolice station having jurisdiction - Registered office;

oCorrespondence address if different from Registered office;

oIn case of foreign company,oaddress of the principal place of business in India;

oName and address of Registrar and Transfer Agents (RTA).

o Principal business activities of the company:oAll business activities contributing 10% or more of the totalturnover of the company;

o Name and address of each company withoCorporate Identity Number or Global Location Number;

oNature of relation –

oHolding,

oSubsidiary or

oAssociate;

oPercentage holding

oApplicable section i.e. In which the above 3 Companies falls.

o Share Capital;oAuthorised, Issued, Subscribed and Paid Up

oDetails of Stock Split/Consolidation;

oNo., value per share and total amount of capital;

oDebentures;

oType (FCD/NCD/PCD)

oNumber

oNominal and Total Paid Up Value

oOther Securities;

oSecurities Premium Account;

oPremium on Equity

oPremium on other Securities

o Turnover;oEnd of the FY

oNet Worth;

oEnd of the FY

o Category wise shareholding;oPromoters;oPublic Shareholding;oCustodian for GDR's and ADR's;

oShareholding of promoters;oName;obeginning of the FYoend of the FY

oChange in promoter's shareholding, Top 10 shareholder(excluding Directors, Promoters and GDR/ADR Holders),each Director and KMP;oAt the beginning of the FYoDate wise increase/decreaseoAt the end of the FY

o Secured loans excluding deposits;

oUnsecured loans;

oDeposits;

oTotal indebtedness at theobeginning of the FY;

ochanges during the FY; and

oat the end of the FY.

o Details:oLedger folio;

oName;

oType of share/debenture or other security;

oNumber of Shares;

oDate of becoming a member/ debenture/ security holder;

oAddress;

oAdditional details where no share capital:oTotal no. of members on date of incorporation/ end of previousFY;

oNo. of persons – who have become members since incorporation/end of previous FY;

oNo. of persons ceased to be members since incorporation/ end ofprevious FY;

oNo. of members as on the end of FY.

o Since the Close of last FY/ time of Incorporation(New Company):oDate of closure of previous financial year;

oDate of registration of Transfer of Shares;

oType of security;

oName of the transferor;

oNumber of shares/debentures;

oLedger folio of transferor;

oName of transferee;

oLedger folio of transferee.

oParticulars and changes - Past and Present:oDesignation (chairman, director, manager, promoter,Managing Director, etc.)

oCategory (independent, Nominee, Alternate, ExecutiveDirector, non-executive Director)

oPromoters (total number of promoters)

oDetails of Directors:oComposition of Board of Directors;

oCategory wise number of directors at the beginning of theyear and percentage of total number of directors

oCategory wise number of the directors at the end of the yearand percentage of total number of directors;

oDetails of Individual Director(s)/KMP(s):oDIN/PAN/UIN/PASSPORT NO.;oFull Name;

oFather's/Mother's/Spouse's NameoNationality;oDate of Birth;oDesignation;oCategory;oOccupation;oEmail-id;oNo. of Equity Shares Held;oDate of Appointment;oDate of Ceasing;oResidential Address

oDetails of Directorship in other companies andchanges therein;oName of the Company;

oCIN;

oType of the Company – Listed, Unlisted, Private, OPC;

oDesignation;

oDate of Appointment;

oDate of Cessation;

oDetails of KMP:oDIN (except CS)

oPAN/ UIN/ Passport No.;

oName;

oFathers/ Mother's! Spouse's name;

oNationality;

oDate of Birth;

oDesignation;

oDate of Appointment;

oDate of ceasing;

oResidential Address;

oMembers/ class/ requisitioned/ NCLT/ CourtConvened Meetings:oType of meeting;

oDate of Meeting;

oTotal Number of Members entitled to attend meeting;

oNumber attended with percentage of Total Shareholding.

oBoardoDate of Meeting

oTotal number of directors on the date of meeting;

oNumber of directors who attended the meeting;

oPercentage of Attendance;

oCommittee:oNumber of committees;

oName of Committee;

oDate of Meeting;

oTotal Number of Members of the Committee;

oNumber of Members Attended;

oPercentage of Attendance.

oAttendance of each Director at Board & CommitteemeetingsoName of Director;

oNumber of meetings held;

oNumber of meetings attended;

o%age of attendance;

oWhether attended last AGM or not.

oRemuneration to Managing Director, Whole-timeDirector or Manager and KMP:oName of MD/WTD/Manager;

oGross Salary as per IT Act 1961;

oSalary u/s 17(1)

oValue of perquisites u/s 17(2)

oProfits in lieu of Salary u/s 17(3)

oStock Option;

oSweat Equity;

oCommission – as %age of profit and/or others;

oOthers;

oRemuneration to other directors:oIndependent Director and Other Non- Executive Directors:

oFee for attending Board/Committee meetings;

oCommission;

oOthers.

oDetails on Company, Directors and other Officers indefaultoType

oSection of the Companies Act 2013

oBrief description

oDetails of penalty/punishment/compounding fees imposed

oAuthority (RD/NCLT/Court)

oAppeal made, if any

oDetails of matters related to certification ofcompliances and disclosures:oDetails of events/matters

oe-form filed on MCA Website during the FY i.e. MGT 14,CHG 1, MGT 10, DIR 12, ADT 1 etc.

oDate of the event

oSection & Description

oDue date of filing/compliance,

oDate of filing/compliance – SRN Number

oConcerned Authority (ROC, NCLT/ Court)

oReasons for delay, if any.

oDetails if Disclosures relating to:oClosure of Register of Members/Debenture Holders/Othersecurity holders.

oDeclaration of Dividend

oInterim Dividend and/or Final Dividend

oDelisting of Shares/ Securities, if any;

oChange in Nominal Value of shares,

o Subdivision and/or Consolidation

oParticulars of Inter-corporate loans and investments, etc.

oContracts or arrangements where directors interested/ RPT

oResolutions passed by Postal Ballot.

oDetails in respect if shares held by or on behalf ofthe FII’soName if the FII

oAddress

oCountry of Incorporation

oRegistration No. with SEBI/RBI

oPercentage of Shareholding

oCorporate Social ResponsibilityoAmount Spent during the FY as per CSR policyoPercentage of the average net profits during 3 immediatelypreceding FY

oLimits under Sectiono186(2) – Loan and Investment by the Company;o180(1)(c) – Restrictions on power of the Board.

oDisclosures of Directors –oMBP -1; andoCertificate of Independence.

oAppointment/reappointment of auditors at theAGM held on……

We certify that…

A. The AR states the facts as at the close of the aforesaid financial year CORRECTLY AND ADEQUATELY.

B. During the aforesaid financial year the company has COMPLIED WITH the provisions of the Act and Rules made thereunder in respect of:

Registration and other details

Principal business activities of the company

Particulars of holding, subsidiary and associate companies

Shareholding pattern

Indebtedness

Remuneration of Directors and KMP’s

Penalties, punishment, compounding of offences

Registration details

Stock exchanges, where listed

Details of change in shareholding position of PROMOTORS

Details of change in shareholding position of TOP TEN Shareholders.

Name of promoter/ shareholder, no. and % of shareholding before and after the change, change in shareholding (increase/decrease) in no of shares, reasons for change, no of shares pledged/ encumbered after the change, remarks.

Foreign Company Registration Number

Name, registered Office address

Whether any part of register of members or debentureskept in India

Date of Balance Sheet (last day of the financial year of thecompany

Principal business activities of the company (contributing20% or more of the total turnover of the company.)

Details of subsidiary/holding/associate companies in Indiaof the foreign company

Summary of share capital (IDR’s), debenture, and othersecurities

Total no of each class of shares forfeited and the amountpaid on such shares

Total amount of share warrants to bearer – issued andsurrendered since the last date of financial year

Total amount of debentures and other securities outstanding

Total amount of commission/discount paid onshares/debentures/other securities

Indebtedness of the company for which charge created onproperties in India requiring registration of charges u/s 384and chapter vi of CA,2013

Details of promoters, directors and KMP’s and changes therein since close of previous f/y

Details of promoters, directors and KMP’s and their remuneration

Details of meetings of members or class there of, Board and its various committees along with attendance details

Particulars of members and debenture holders along with changes therein since the close of previous f/y

Particulars of holding/subsidiary/associate companies and firms

Details of penalties/ punishment/compounding of offences, if any

Thank you