ANNUAL RETURN FILLING Important points regarding the Filling

ANNUAL RETURN FILLING

Important points regarding the Filling üNew forms AOC-4 (earlier 23 AC/23 ACA) and MGT-7 (earlier 20 B) are introduced for annual filings. üBoard Report shall include various disclosures as per sec 134 & other section etc. and summary of annual report in MGT 9 üMGT-14 for Approval of Accounts & draft board report a. Pvt Co. - Not Required b. Public Co. - Required

MGT 7 i. e. Annual Return is now in e-form. No physical annual return like previous year in 20 B is required Auditor shall be appointed for a period of 5 years subject to ratification every year in AGM. However, ADT-1 shall be filed for appointment only (i. e. ADT-1, not to be filled for ratification). If GNL 2 had been validly filled for 5 years, no need to file ADT 1 is to be filled for ratification

All the attachments of E-form should be duly signed, Don't file SD copy Companies have paid up capital of 10 cr or more or Turnover of 50 cr or more are required to get certificate in MGT-8 by any PCS. Minutes of Board Meeting and General Meeting shall be serially numbered after 1 st July 2015(SS 1 and SS 2)

q. Report of A. G. M to be filled in MGT 15 within 30 days of conclusion of AGM (for listed co only). q. If company have only associates & joint ventures (i. e. no subsidiary), no CFS is to be prepared. q. Schedule III is to be followed for preparation of financial statement, otherwise penalty.

ü Special Resolution passed in general meeting History shall also be required to file in MGT-14 for all company , Private or Public. üNotice of AGM should include route map of venue of AGM(SS 1) üShareholding Pattern in MGT-7 (unlike MGT-9 only requires equity break up) requires filling up information on both Equity & Preference Shareholding

q. Non-promoter, non-public shareholding to be disclosed in the "Others" category either under Public or Promoter with a suitable note/disclosure that these are not Public/Promoter in case of MGT-7. q. This is required because technically, the pre-scrutiny option matches the shareholding pattern with paid up capital while filing MGT-7. Till such time, MCA revises it, the same shall have to be done q. The email id of the Company and the telephone number though will be updated in the master data, as filled in MGT-7. However Registered Office shall not be updated without filing INC 22. 3

CARO 2015 Applicability – Applies to all companies, including foreign companies, Except – q. Insurance co, qbanking co, qcharitable organizations, qone person Company & qprivate company with equity of not more than 50 lacs/loan not exceeding 25 lacs /sales not exceeding 5 crores.

q. Earlier in the Companies act, 1956 Annual return was prepared for the period from the date of last AGM to date of current AGM. q. But there is a major change under Companies Act, 2013 i. e. now Companies are required to prepare Annual Return for the financial year i. e. 1 st April to 31 st March.

DISCLOSURE IN BOARD REPORT U/S 134(3) ØMGT 9 Ønumber of meetings of the Board; ØDirectors’ Responsibility Statement…… 134(5) Ødeclaration given by independent directors Ø 186 Ø 188 Øexplanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by every auditor ØTransfer to reserves……Dividend…. . Ømaterial changes and commitments, affecting the financial position of the company between the end of the FY and the date of the report Øthe conservation of energy, technology absorption, foreign exchange earnings and outgo ØCSR ØSEBI + Listing Agreement……

CONCLUSION ØThere is huge scope for a CS under the New Companies, 2013 as it is governed by various disclosures including for a private company. ØMoreover form MGT – 7 i. e. the annual return for shall only be certified by CS and none other professional ØThe Total No. of Companies are approx 10 lacs for which only 40000 CS are available out of which many are in actives and some are practicing in other profession ØIn Job, approx demand of ACS is 25000 as per MCA.

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