Annual Return

under Companies Act,

2013
CS. Devendra V Deshpande
Company Secretary
 Contents

 Legal provisions of Companies Act, 2013

 Post Financial Statements – Audited
 MGT 7 – Contents and Key issues
 MGT 8 – Contents and key issues
 UDIN
 Legal Provisions

 Section 92
 92 (1) Prescribed form – MGT 7
 92 (2) MGT 8 to be attached to certain Companies
 92 (3) Annual Return Extract (MGT9 / website)
 92 (4) Due date
 92 (5) Penal provisions
 92 (6) Penal provisions for PCS
 MGT 7 –
Contents & Key issues
 PAN
 Email id, Telephone Number and website
 Type of Company – It can be changed, current
position – Master data update
 Details of Listing and RTA – Officer in default
 Financial Year, AGM Held or Not, Due date and
AGM Extension
 Principal Business Activity – 100 %
 MGT 7 –
Contents & Key issues
 Details of Holding, Subsidiary, Associate Companies and Joint
Ventures – VIMP – 99

 Details of Capital – Equity & Preference – Unclassified as on 31 st

March not as on AGM

 Break up of paid up - Equity & Preference (Opening + / -

closing) – split and consolidation VIMP

 Details of Transfer – AGM date required but not relevant –

Demat Transfer – Public Company

 Indebtedness – Matching with MGT 9 and FS, Deposits DPT 3,

 MGT 7 –
Contents & Key issues
 Debentures (Amount) & Other securities
 Turnover & Networth – Financial Statements
 Shareholding Pattern – Listed Entities –
Promoters / other than promoters VIMP –
Procedure for change
 Details of FII – VIMP
 Promoter non Promoter Directors and percentage
of shares held by them
 MGT 7 –
Contents & Key issues
 Details of Directors and KMP – Changes and Date of cesassion post 31 st March

 Meetings – AGM EGM VIMP - % age of shares – Can preference shareholders

attend

 Attendance – Alternate Director

 Remuneration – VIMP – Within Limit MGT 9

 Certification of Compliance & Disclosures – Companies Act,

 Penalties / Punishment imposed – All Acts Company / Officers

 Compounding
 MGT 7 –
Contents & Key issues
 Declarations & Certifications
(a) The return states the facts, as they stood on the date of the
closure of the financial year aforesaid correctly and adequately.

(b) Unless otherwise expressly stated to the contrary elsewhere in this

Return, the Company has complied with all the provisions of the Act
during the financial year.

Whatever is stated in this form and in the attachments thereto is

true, correct and complete and no information material to the
subject matter of this form has been suppressed or concealed and
is as per the original records maintained by the company.

All the required attachments have been completely and legibly

attached to this form
 MGT 8 –
Contents & Key issues
 On the basis of Records, Registers, Books and
Papers and explanations given, Certify the 2
points –
A. The Annual Return Contents the facts – Correct
and adequate
B. Company has complied with certain provisions of
Act in respect of specific points
 MGT 8 –
Contents & Key issues
 Status under the Act – thresholds
 Records & Registers – Timely entry (MR)
 Forms filed as mentioned in Annual Return
 Meetings of Board / Members / Class – Circular &
Postal Ballot
 Closure of Register
 Section 185 – private Company
 Section 188
 MGT 8 –
Contents & Key issues
 Issue / allotment / transfer / transmission /
buyback / redemption / alteration / conversion /
reduction & Issue of Certificates
 Rights in Abeyance
 Dividend and IEPF – transfer of shares & its claim
 Signing of Financials and Directors Report
 Directors / KMP and remuneration
 MGT 8 –
Contents & Key issues
 Auditors appointment
 Approvals required from various authorities under
the Act
 Deposits - Section 73 to 76
 Borrowings - Charges
 Section 186
 Alteration of MOA / AOA
 UDIN
Questions &
Answers
Thank You !
CS. Devendra Deshpande
+91 – 9823239397
devendracs@gmail.com