Section 92 of the Companies Act, 2013 as extensively discussed earlier here, requires every company to prepare an annual return in a prescribed form.
Sub – Rule (1) of Rule 11 of the Companies (Management and Administration) Rules 2014 seems very simple. Every company shall prepare its annual return in Form No MGT – 7.
UPDATE 03 Sept 2015: The Form discussed was notified in original Rules but never implemented, a new form is notified in August 2015, which is yet to be implemented at the time of this update.
REGISTRATION AND OTHER DETAILS:
Company shall fill Registration Number of the Company like Corporate Identification (CIN) or Global Location Number (GLN), and date of registration.
Company shall tick on category of the company, whether it is private or public company
Company shall tick on applicable sub – categories of the company, whether it is Government Company, Small Company, One Person Company, Subsidiary of Foreign Company, NBFC, Guarantee Company, Limited by shares, Unlimited Company, Company having share capital, Company not having share capital, Company Registered under Section 8. For this point, be careful as there may be more than one sub – category applicable to the company.
In case of listed company, company shall mention name and code of each stock exchange.
Company shall disclose date of Annual General meeting along with Due date of Annual General Meeting.
Company shall also inform where annual general meeting was not held on time, whether extension of AGM was granted, company need to provide reference number, date of approval letter and the period up to which extension granted. If Annual General Meeting was not held, company need to specify the reasons for not holding the same.
The company shall manually fill name and address of the company. Auto fill function will not work here. Company shall also provide telephone number, e – mail address and Police station having jurisdiction. Address for correspondence may also be given where it differ from registered office. In case of foreign company principal place of business in India is required.
Company shall also give name and address of Registrar and Transfer Agent along with valid email identity.
PRINCIPAL BUSINESS ACTIVITIES:
Company shall report all business activities contributing 10 % or more of the total turnover of the company. This includes name and description of main products or services, NIC codes for these products or services, and percentage of their contribution to turnover of the company.
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Company is required to report name and address of these companies with CIN and percentage of share holding in or of the company, as the case may be. Section under which these companies falls into category of holding, subsidiary and associate companies is also required to be mentioned.
SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES:
In case of authorised share capital, issued share capital, subscribed share capital and paid – up share capital, Company shall disclose breakup of the equity share capital, preference share capital and unclassified share capital. For each class of shares; company shall disclose number of share, Nominal value per share and total nominal value of shares at the beginning of year and at the end of year along with all changes during the year.
In case of paid – up share capital, company also required to disclose manner of increase or decrease. The company shall disclose number of shares, nominal value per share and total nominal value for increase or decrease through public issue, private placement, preferential allotment, employees’ stock option scheme, sweet equity, conversion of preference shares or debentures, conversion into equity, ADR/GDR, buy – back, forfeiture, re – issue of forfeited shares, reduction of shares or others.
In case of Debentures of all classes like non – convertible debentures, partly convertible debentures, fully convertible debentures; Company shall disclose number of debentures, nominal value of per debenture and total paid – up value of debentures at the beginning and end of the year.
In case of other securities; company shall disclose type of securities, nominal value of each unit, total nominal value, paid – up value of each unit and total paid – up value of each unit.
Security Premium Account:
Company shall provide details of Security premium Account and disclose number of securities, premium per unit of security and total premium at the beginning and end of the year along with changes during the year. The changes, which are required to be disclosed are public issue, private placement, preferential allotment, employees’ stock option scheme, conversion of preference shares or debentures, ADR/GDR, and utilisation on issue of bonus shares.
TURNOVER AND NET WORTH:
Company shall disclose turnover and Net worth at the end of financial year.
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