Tag Archives: Annual Return

Serious Penal Consequence of late Annual Filing – landmine ahead

Posted on October 26, 2018 | Leave a comment

[The law stated in this post is effective from the 7^th day of May 2018]

There is a perception that filing of financial statements and other documents with additional fee absolve the company from consequences under section 92, section 137 and conditional exemption given to certain companies by certain notifications issued by the Ministry of Corporate Affairs.

This is also a general view of the companies that any extension granted for the filing of the financial statements and other documents without additional fee grant immunity to the companies from its liabilities under mentioned provisions.

I beg to differ, conditionally.

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Posted in Chapter IX - CA2013, Chapter VII – CA2013, Companies Act 2013

Tagged Adjourned Annual General Meeting, Annual Accounts, Annual General Meeting, Annual Return, compounding, Financial Statements

Principal Business Activities

Posted on February 9, 2018 | 1 comment

Every company must be a business organization. Being business organization, a company has business activities. In the Companies Act, 2013 “principal business activities” is a major reporting requirement. According to Section 92(1)(a), every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding its principal business activities. Section 185 as amended has reference to principal business activities as a major condition for a loan to directors and related concerns.

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Posted in Chapter VII – CA2013, Chapter XII - CA2013, Companies Act 2013

Tagged Annual Return, Business activities, Loan to Directors, MGT – 7, Principal Business Activities

Notification of Sections Relevant for NCLT

Posted on June 2, 2016 | 2 comments

Yesterday late evening, I posted here about press release issued by Ministry of Corporate Affairs. Soon thereafter, two files uploaded on Official Gazette website with two notifications in each. In earlier post here today, we discussed establishment and jurisdiction of various NCLT benches.

In this post, we will have a bird’s eye view on Sections notified on 1^st June 2016 related to NCLT.

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Posted in Chapter I - CA2013, Chapter II - CA2013, Chapter IX - CA2013, Chapter VI - CA2013, Chapter VII – CA2013, Chapter XI - CA2013, Chapter XIV - CA2013, Chapter XV - CA2013, Chapter XXVII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

Tagged Accounts, Annual General Meeting, Annual Return, Articles, Auditor, Board of Directors, Boards’ Report, class-action suits, Debentures, deposits, Deposits Creditors and Charges, General Meeting, Incorporation, Incorporation & Registration, Inquiry, INQUIRY AND INVESTIGATION, Inspection, Investigation, Members and Shareholders, Memorandum, National Company Law Appellate Tribunal, National Company Law Tribunal, NCLAT, NCLT, Oppression and Mismanagement, Shares and Securities, Statutory Audit

COMPANY SECRETARY – REPORT of THE COMPANIES LAW COMMITTEE

Posted on February 5, 2016 | 6 comments

On 1^st February 2016, Ministry of Corporate Affairs uploaded the report of Companies Law Committee on its website here. In this post, I will discuss recommendations which might affect Company Secretaries.

Before reading further, I would like to disclose that I was part of two groups; Task Force on Companies Law and Research Group on Companies Law constituted by the Institute of Company Secretaries of India. All view here are personal and not of these groups or ICSI.

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Posted in Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Institute of Company Secretaries of India - ICSI, Secretarial Audit, Secretarial Standards, Truth of Our Time

Tagged Annual Return, Companies Act 2013, Companies Law Committee, Company Secretary, Key managerial personnel, Secretarial Audit, Secretarial Standards

MGT – 7 (v. 17Nov2015)

Posted on November 27, 2015 | 1 comment

We live in a changing world; corporate world changing fast and Indian Corporate Law fastest. A draft of the Companies (Management and Administration) third Amendment Rules, 2015 dated 16^th November 2015, which is pending for publication in Official Gazette of India amend the version of form MGT -7 once again. Though these amendment rules are not available in official gazette, new version of form MGT – 7 is made available on the MCA21 portal for filing.

Note: MGT – 7 Version 17^th November 2015 is being used for writing this post. Earlier posts here and here are only historic relevance now.

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Posted in Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

Tagged Annual Return, India, MCA, MGT – 7, Ministry of corporate affairs, Registrar of Companies, The Companies (Management and Administration) Amendment Rules 2015, The Companies (Management and Administration) Rules 2014, The Companies Act 2013

MGT – 7 (v. 30Sept2015)

Posted on October 2, 2015 | 26 comments

Recent amendment to the Companies (Management and Administration) Second Amendment Rules 2015 dated 28^th August 2015 published in Official Gazette on 31^st August 2015 which came into force with effect from 31^st August 2015 by virtue of its Rule 1(2) replaced the Form MGT – 7 meant for Annual Return of companies. The Form MGT – 7 was released on 25^th September 2015 another amendment rules to justify content of this form.

Note: MGT – 7 Version 30^th September 2015 is being used for writing this post. The post is long one but to avoid confusion, i opted not to split this post. Readers may read in parts.

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Posted in Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

Tagged Annual Return, India, MCA, MGT – 7, Ministry of corporate affairs, Registrar of Companies, The Companies (Management and Administration) Amendment Rules 2015, The Companies (Management and Administration) Rules 2014, The Companies Act 2013

EXTRACT OF ANNUAL RETURN

Posted on September 11, 2015 | 1 comment

Section 92 of the Companies Act, 2013 as extensively discussed earlier here, requires every company to prepare an annual return in a prescribed form. According to Section 92(3), an extract of the annual return in such form as may be prescribed shall form part of the Board’s report.

According to Rule 12(1), the extract of the annual return to be attached with the Board’s Report shall be in Form MGT – 9. In this post, we will study this Form MGT – 9.

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Posted in Chapter VII – CA2013, Companies Act 2013

Tagged Abstract of Annual Return, Annual Return, India, MCA, MGT – 9, Ministry of corporate affairs, Registrar of Companies, The Companies Act 2013

CERTIFICATION OF ANNUAL RETURN

Posted on September 8, 2015 | 3 comments

According to Section 92(2) discussed earlier here, the annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

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Posted in Chapter VII – CA2013, Companies Act 2013, Company Secretary

Tagged Annual Return, Certification of Annual Return, India, MCA, MGT – 8, Ministry of corporate affairs, Registrar of Companies, The Companies Act 2013

ANNUAL RETURN – 4 COMPLIANCES

Posted on September 4, 2015 | 1 comment

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:

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Posted in Chapter VII – CA2013, Companies Act 2013

Tagged Annual Return, India, MCA, MGT – 7, Ministry of corporate affairs, Registrar of Companies, The Companies Act 2013

ANNUAL RETURN – 3 MANAGERIAL DETAILS

Posted on September 1, 2015 | 1 comment

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.

PROMOTERS, DIRECTORS, AND KEY MANAGERIAL PERSONNEL:

This part of Annual Return uses codes:

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Posted in Chapter VII – CA2013, Companies Act 2013

Tagged Annual Return, India, MCA, MGT – 7, Ministry of corporate affairs, Registrar of Companies, The Companies Act 2013

ANNUAL RETURN – 2 SECURITIES HOLDERS

Posted on August 28, 2015 | 4 comments

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.

SHAREHOLDINGS PATTERN:

There is a requirement of detailed information in several heads regarding shareholdings pattern.

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Posted in Chapter VII – CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

Tagged Annual Return, India, MCA, MGT – 7, Ministry of corporate affairs, Registrar of Companies, The Companies Act 2013

ANNUAL RETURN – 1 CORPORATE INFORMATION

Posted on August 25, 2015 | 2 comments

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.

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Posted in Chapter VII – CA2013, Companies Act 2013

Tagged Annual Return, India, MCA, MGT – 7, Ministry of corporate affairs, Registrar of Companies, The Companies Act 2013

Ceiling on Secretarial Audit and Annual Return

Posted on April 8, 2015 | 4 comments

Institute of Company Secretaries of India on 7th April 2015 informed its members by mail that it has put ceiling on Secretarial Audit and Annual Return. “The Council of the Institute has issued “Guidelines for Issuing Secretarial Audit Report, Signing and Certification of Annual Return” in supersession of the “Guidelines for Issuing Compliance Certificate and Signing of Annual Return” issued by the Council on 27th November, 2007”, the mailed apparently send by president of the institute declares. These new guidelines are issued on 6^th April 2015.

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Posted in Chapter XIII - CA2013, Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility, Institute of Company Secretaries of India - ICSI, Secretarial Audit

Tagged Annual Return, Annual Return Certification, Annual Return Signing, Company Secretaries, ICSI, India, Institute of Company Secretaries of India, Secretarial Audit

PRESERVATION, INSPECTION AND COPY OF REGISTERS AND RETURNS

Posted on June 20, 2014 | 2 comments

Section 94 of the Companies Act, 2013 prescribes the registers and their indices and the copies of all the returns shall be open for inspection by any member, debenture-holder, other security holder or beneficial owner, during business hours without payment of any fees and by any other person on payment of fees.

Rule 14 of the Companies (Management and Administration) Rules 2014 deals in detail. The registers and indices maintained pursuant to section 88 and copies of returns prepared pursuant to section 92, shall be open for inspection during business hours, at reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee. The reasonable time is a period of not less than two hours on every working day shall be considered by the company.

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Posted in Chapter VII – CA2013, Companies Act 2013, Governance and Responsibility

Tagged Annual Return, Companies Act 2013, Corporate Law, India, Inspection of Register, Inspection of Return, Ministry of corporate affairs, Register of beneficial Owner, Register of Debenture, Register of Members, Register of Other Securities, The Companies (Management and Administration) Rules 2014

ORDERS ISSUED UNDER COMPANIES ACT 2013

Posted on April 11, 2014 | 1 comment

Until 31^st march 2014, Ministry of Corporate Affairs has issued three orders. These orders were issued in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013 to remove the difficulties.

The Companies (Removal of Difficulties) Order, 2013

First order is; the Companies (Removal of Difficulties) Order, 2013 published on 20^th September 2013 and come into force that day. The order reads:

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Posted in Chapter I - CA2013, Companies Act 2013, Governance and Responsibility, Truth of Our Time

Tagged Annual Return, Companies Act 2013, Companies Removal of difficulties order, Company Law Board, Company Secretary, Corporate Law, India, Ministry of corporate affairs, National Company Law Tribunal, Related Party

REGISTERS AND ANNUAL RETURN

Posted on October 29, 2013 | 14 comments

In last post, we discussed about register of members, register of debenture – holders and register of other security holders. Now, we will discuss, some other provisions related to these registers and also about annual return.

PLACE OF KEEPING AND INSPECTION OF REGISTERS AND RETURNS (SECTION 94):

The registers required to be kept and maintained by a company under section 88 and copies of the annual return filed under section 92 shall be kept at the registered office of the company.

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Posted in Chapter VII – CA2013, Governance and Responsibility

Tagged Annual Return, Closing of Register, Companies Act 2013, Companies Bill 2012, Company Secretary, Company Secretary in Practice, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Debenture – holders, Foreign Register, Index of members, India, Legal Reforms, Member, Ministry of corporate affairs, Reforms, Register of Debenture – holders, Register of Members, Register of other security holders, Register Office, Return of Promoters’ Stake

Statement on Annual Return by company Secretary

Posted on October 17, 2013 | 2 comments

Under Section 92 of the Companies Act, 2013, every company shall prepare annual return in the prescribed form and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

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Posted in Chapter VII – CA2013, Companies Act 2013, Company Secretary, Governance and Responsibility, Institute of Company Secretaries of India - ICSI

Tagged Annual Return, class-action suits, Company Secretaries in Practice, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Fraud, Institute of Company Secretaries of India, Members and Shareholders