Company Annual Return

An annual return is a document that contains details of a company’s share capital, indebtedness, directors, shareholders, changes in dictatorships, corporate governance disclosures etc. The regulations of the Companies Act, 2013 specifies that every company must prepare and file annual return with the registrar each financial year before the 29th of November. In this article, we look at the information filed by company in its annual return in detail.

Authorized Signatories

An annual return should have the authorized digital signature of a director and the company secretary. In the absence of a company secretary, a company secretary in practice can fulfill this responsibility. If the particular firm is a one-person company or small company, the annual return can be signed by a director only.

Annual Return Forms

Annual returns must be filed in Form MGT-7 within 60 days from the date of Annual General Meeting (AGM).
Annual Returns of listed companies and companies having a paid-up share capital of Rs 10 crores or more must be certified by a company secretary in practice in Form MGT 8.
Every foreign company must file their annual returns in Form FC-4 within a period of 60 days from the last day of its financial year.
All the companies must prepare the extract of Annual Return in Form MGT-9.

Contents of Annual Return

A company’s annual return must contain the following details:

Details of registration
Particulars of the company’s registered office
Principal business activities pursued by the company
Particulars of Holding, Subsidiary and Associate Companies
Particulars of the shares, debentures and other securities of the company
Particulars of turnover and net worth of the company
Details of shareholding pattern.
Indebtedness
Details of members, debenture holders and other securities holder
Details of shares/Debenture transfers of the particular financial year
Particulars of promoters
Particulars of directors
Particulars Key Managerial Personnel
Details of meetings of members/class of members/Board/Committees of the Board of Directors
Remuneration of directors
Remuneration of Key Managerial Personnel
Details on penalties/punishment/compounding of offences on company, directors and other officers in default
Details of matters pertaining to certification of compliances and disclosure
Details in respect of shares held by or on behalf of the Foreign Institutional Investor (FII)
Details of other pertinent disclosures

Since we now know the gist of the contents, let us have in-depth examination of the details that must be included in the above-mentioned contents.

Details of Registration

Registration number of the company
Corporate Identity Number (CIN)
Foreign company registration number/ Global Location Number (GLN)
Category of the company
Sub-category of the company
Names of stock exchanges where the shares are listed
Whether or not the AGM was held in the particular year. If it was held, the date or due date of AGM. If it wasn’t held, the reason for not organizing the same.

Particulars of the Company’s Registered Office

Name of the company
Complete address of the company
Telephone and fax numbers
E-mail address and website of the company, if any
Name of the police station situated in the jurisdiction of the company
Address for correspondence
Address of the principal place of business in the country (if it is a foreign company)
Name and address of the Registrar and Transfer agents

Principal Business Activities Pursued by the Company

Specification of the business activities that contributes to 10% or more of the company’s turnover.

Particulars of Holding, Subsidiary and Associate Companies

Name and address of each of the companies, along with the following details:

Corporate identity number/Global location number
Nature of relationship (holding, subsidiary or Associate company)
Percentage holding and applicable section

Particulars of Shares, Debentures and other Securities of the Company

Capital structure of the company.
Upward or downward change in the authorized, issued, subscribed, paid-up for equity shares, preference shares,
unclassified shares, and debentures.
Details of stock split/ consolidation during the year.
Number of shares, nominal value per share and total amount of capital.
Total quantity of fully convertible, partly convertible and non-convertible debentures issued and outstanding as on date of concerned Annual General Meeting of the Company.
Details of other securities.
Details of securities premium account along with changes, if any, during the particular year.

Particulars of Turnover and Net Worth of the Company

This section is self explanatory, as the title covers the details to be included i.e. details of the company’s turnover and its net worth should be mentioned. These details are sufficient and other details needn’t be mentioned.

Details of Share Holding Pattern

This part of the return relates to the breakup of equity share capital as percentage of total equity. The specified details must be in connection with category-wise shareholding, which includes:

Promoters
Public shareholding
Custodian for GDR’s and ADR’s
Shareholding of promoters
Change in promoter’s shareholding
Shareholding pattern of top ten shareholders, except that of Directors, Promoters and Holders of GDR and ADR
Shareholding of Directors and Key managerial personnel
Shares held in physical from and demat form for each of the categories mentioned above.

Indebtedness

Secured loans other than deposits.
Unsecured loans.
Deposits.
Total indebtedness at the beginning of the financial year, changes during the financial year and indebtedness at the end of the financial year.

Details of Members, Debenture Holders and other Securities Holder

Ledger folio
Name
Type of share, debenture or other security
Number of shares
Date of becoming a member/debenture holder/other security holder
Address

Furthermore, the company needs to provide the following details without share capital:

Total number of members at the date of incorporation/end of financial year
Number of persons who have joined as a member since incorporation/end of previous financial year
Number of persons who have relinquished their membership since incorporation/end of previous financial year
Number of members as on the end of financial year

Details of Shares/Debenture Transfer Since the end of the Previous Financial Year.

The closing date of previous financial year
The date of registration for share transfer
Type of security
Name of the transferor
Number of shares/debentures
Ledger folio of transferor
Name of transferee
Ledger folio of transferee

Particulars of Promoters

Designation of the person
Category (He/She can be categorized as independent, Nominee, Alternative Executive Director or non-executive director)
Total number of promoters

Particulars of Directors

Composition of Board of Directors
Category-wise number of directors at the beginning of the year and percentage of total number of director
Category-wise number of the directors at the end of the year and percentage of total number of directors

With particular reference to individual directors:

Director Identification Number (DIN)
Full name
Name of the father, mother or spouse
Nationality
Date of Birth
Designation
Category
Occupation
E-mail ID
Number of equity shares held
Date of appointment
Date of relinquishing the position
Residential address

Details of directorial role performed in other companies and the pertinent changes

Particulars of Key Managerial Personnel

If the concerned person holds the position of a Managing Director/CEO/manager/Whole-time Director:

DIN/ PAN/ UIN/ Passport No
Name of the person.
Name of the father, mother or spouse
Nationality
Date of Birth
Designation
Date of appointment
Date of relinquishing the position
Residential address of the person

If the concerned person holds the position of a company secretary:

PAN/UIN/Passport number
Name of the person
Nationality
Date of Birth
Designation
Membership number
Date of appointment
Date of relinquishing the position
Residential address of the person

If the concerned person holds the position of a Chief Financial Officer:

DIN/ PAN/ UIN/ Passport No
Name of the person.
Name of the father, mother or spouse
Nationality
Date of Birth
Designation
Date of appointment
Date of relinquishing the position
Residential address of the person

Details of meetings of members/class of members/Board/Committees of the Board of Directors

Details of Members/class/requisitioned/NCLT/Court Convened Meetings:

Types of meeting
Date of meeting
Total number of members authorized to attend the meeting
Number of members participated with percentage of total shareholding

Details of Board Meeting

Date of meeting
Total number of directors as on the date of meeting
Number of directors participated
Percentage of attendance

Details of Committee Meeting

Number of committees
Name of committee
Date of meeting
Total number of committee members
Number of members participated
Percentage of attendance

Participation of Directors at Board and Committee Meetings

Name of the Director
Number of meetings conducted
Number of meetings participated by each director
Percentage of attendance
Participation in the previous AGM

Remuneration of Directors

Particulars of remuneration paid to Managing Director, Whole Time-director or manager:

Name of MD/WTD/Manager
Gross Salary
Stock Option
Sweat Equity
Commission
Others

Particulars of remuneration paid to Independent Director:

Fee for participating in board committee meetings
Commission
Others

Particulars of remuneration paid to Key Managerial Personnel other than MD/Manager/WTD

Gross Salary
Stock Option
Sweat Equity
Commission
Others

Details on penalties/punishment/compounding of offences on company, directors and other officers in default

Details of the fees penalized with; accompanied with the following details:

Section of the companies Act under which penalties were imposed
Brief description
The name of the penalizing authourity
Details of appeals made, if any

Details of Matters Pertaining to Certification of Compliances and Disclosure

Details of events/matters owing to which the company was liable to file returns or comply with the required provisions of the Companies Act and the pertinent rules.
Due date of filing compliance
The date in which compliance was filed
Concerned authority
Reasons for delay, if any

Details in respect of shares held by or on behalf of the Foreign Institutional Investor (FII)

This section is self explanatory, as the title covers the details to be included i.e. details in respect of shares held by on or behalf of the FII. These details are sufficient and no additional details are required.

Other Vital Disclosures

Closure of Register of Members, Debenture Holders or Other security holders
Declaration of dividend
Delisting of shares/securities, if any
Change in nominal value of shares, sub-division and consolidation
Particulars of inter-corporate loans and investment
Contracts or arrangements that the directors are interested in/ related party transactions
Details of resolution passed in postal ballots
Corporate social responsibility (CSR)
Investments made in CSR in the particular financial year
Amount spent as percentage of the average net profits of the company made during the financial years immediately preceding the current financial year
The limits specified in Section 186(2) and 180(1)(c) of the Companies Act
Disclosure of directors
Appointment and Re-appointment of chartered accountants as the auditors of the company.