ANNUAL RETURN – 4 COMPLIANCES

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 writing.

PENALTIES, PUNISHMENT, COMPOUNDING OF OFFENCES:

Penalties, punishment and compounding of offences may be on three categories of persons:

1. Company
2. Directors, and
3. Other officers in default

Details of penalties, punishment and compounding of offence for each category of persons shall include: Section of the Companies Act, Brief Description, details of penalties, punishment and compounding fee imposed, authority imposing the penalty, punishment and compounding, and details of appeal made, if any.

This is clear that penalties, punishment and compounding of offences under any other law is not required to be disclosed here.

CERTIFICATIONS OF COMPLIANCES AND DISCLOSURES:

Certifications of Compliances:

Company shall mention details of events / matters in respect of which the company was liable to file returns or comply with requisite provisions of the Companies Act and rules. The details shall be description of event or matter, date of event, section and description, due date for filing and compliance, Date of filing with SRN or date of compliance, concerned authority like RoC/ NCLT/ Court, and reason for delay if any.

Disclosures:

There are several required to be made by the company in the annual return.

1. Closure of register of members and debenture holders with date of closure or record date along with purpose of closure or record date, date of public notice and number of days for which registers were closed.
2. Declaration of interim dividend and final dividend along with date of declaration, percentage and dividend per share.
3. Delisting of shares or securities along with name of stock exchange from where it was delisted, date of delisting and remark.
4. Change of nominal value of share by sub – division or consolidation along with nominal value per share before and after change and date of change.
5. Particulars of inter corporate loans, investments, etc along with name of body corporate, aggregate amount of loans, investments during the year separately for each such body corporate, relationship with such body corporate like holding, subsidiary or associates, and remark if any.
6. Details of contracts and arrangements in which directors are interested/ related party transactions along with name of director and related party, date of disclosure of interest, date of contract or arrangement and brief particulars of contract or arrangement.
7. Details of resolutions passed by postal ballot along with brief particulars of resolutions and number of vote casted in for and against the resolution.

FOREIGN INSTITUTIONAL INVESTORS:

Company shall disclose name of foreign institutional investors, address, country of incorporation, registration number issued by SEBI/RBI, and their percentage shareholding in the company.

OTHER DISCLOSURES:

Corporate Social Responsibility:

Company shall disclose amount spent by the company during the financial year in pursuance of its Corporate Social Responsibility policy and the amount spent as percentage of the average net profits of the company made during the three immediately preceding financial years.

Limits:

Company shall disclose limits under Section 186(2) and 180(1)(c) along with brief description. These sections deal with loan and investment by the company and restriction on power of board, respectively.

Disclosure of directors:

Company shall inform whether all the Directors have furnished notices in form 12.1 and additional disclosures, wherever applicable, during the year. I think form mentioned here should be Form MBP – 1

Company shall also inform whether each independent director has given a declaration that he meets the criteria of independence as provided in sub-section (6) of section 149.

Appointment of auditor:

Company shall declare that The Company has duly appointed/re-appointed ———–Chartered Accountant as the Auditor of the Company at the annual general meeting held on—————–.

CERTIFICATION BY COMPANY:

This certification has 9 points. First 4 points are applicable to all companies, next 3 points are applicable to all private companies including one person companies and last one point is for One Person Company or small company.

(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.

(b) The whole of the amount of unpaid/ unclaimed dividend/other amounts as applicable have been transferred to the Investor Education and Protection Fund in accordance with section 125 of the Act.

(c) The Company has maintained all the registers as per the provisions of the Act and the rules made there under and

(d) Unless otherwise anything in contrary is stated expressly elsewhere in this Return, the Company has complied with the applicable provisions of the Act during the financial year.

(Certificates to be given by Private Companies)

(e) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the company.

(f) Where the annual return discloses the fact that the number of members, except in case of a one person company, of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to included in the reckoning the number of two hundred.

(g) The Company continues to be a Private Company during the financial year.

(Certificate to be given only by One Person Company / Small Company)

(i) The Company continues to be one person company / small company.

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