Annual Filing – 2015 under Companies Act, 2013 CS Manish Gupta.

Annual Filing – 2015

under

Companies Act, 2013

CS Manish Gupta

Notice of AGM

AGM

Filing of Forms & Returns

MGT 14

MGT 15

ADT 1 & ADT

3

AOC 4, AOC4 XBRL

MGT 7, MGT 8

DIR 12

Notice of AGM

Notice of Meetings - Section 101, Rule 18 & SS – 2

21 Clear Day notice (2 days + 2 Days)

Shorter Notice – consent of 95 % of members in writing or in electronic mode – Consent to be received atleast One day in advance.

Notice in writing for every meeting to every member, Directors, Auditors, Secretarial Auditors & Debenture Trustees and other specified persons.

Notice by Hand, Ordinary Post, Speed Post, Regd. Post, Courier, facsimile, email or by any other e-means; E-voting / Postal Ballot - Notice by Speed Post, Regd. Post, Courier, email not by Ordinary Post;

CS Manish Gupta, Practising Company Secretary

Notice to specify day, date, time and full address of venue including Route Map and Prominent Landmark for easy location.

Amendment to the Notice to comply 21 clear days.

Attendance Slip and Proxy Form to accompany.

Duly convened meeting shall not be postponed or cancelled.

Notice shall be hosted on the website, if any.


Notice of Meetings - Section 101, Rule 18 & SS – 2

Annual General Meeting



Requisites of AGM:

AGM shall be held during Business Hours (9 am to 6 pm) excluding National Holiday;

Proxy Form must be verified and it shall be in Form MGT 11. Proxy to be deposited not later than 48 hrs. before meeting

Requisite Quorum must be present: Upto 1000 members – 5 members; 1001-5000

members – 15 members; 5001 or more members – 30 members. Pvt. Co. - 2 members.

Quorum shall be present throughout the meeting (Para 3.1, SS2);

If quorum not present at adjourned meeting in half an hour – members present not less then 2 will form the Quorum.



Requisites of AGM:

Adjourned sine-die or for 30 days or more – Fresh Notice.

Adjourned for less then 30 days – 3 days Notice / Advertisement.

Directors should be present at the AGM. If director unable to attend the meeting, the Chairman shall explain the reason for such absence.

Auditors / Secretarial Auditors shall attend unless exempted.

Authorised Representative of Auditors / SA shall be PCA /PCS.


Filing of Resolution(MGT. 14)


Filling of Form MGT. 14

I. Special Resolution(s), if any passed in AGM.

II. Resolution of Board relating to approval of Financial Statement and Board Report.

III. However, Pvt. Limited Companies are exempted from Filing of resolution(s) passed under section 179(3) vide MCA notification dated 5th June, 2015.

Filling of Form MGT. 15

Proceedings of AGM for Listed Companies (30 days)


Form ADT. 1 &

Form ADT. 3


Form ADT - 1

When it is required to be filed:

First Auditors

Appointment of Auditors in General Meeting.

Ratification of appointment of Auditors.

Government Companies


Form ADT - 1Content of E-Form ADT-1 • Whether company is falling under any class of companies u/s

139(2) • Whether joint auditors have been appointed • Category of Auditor • Income Tax PAN of auditor or auditor’s firm • Name of the auditor or auditor’s firm • Membership Number of auditor or auditor’s firm’s registration

number • Address of the Auditor or auditor’s firm • Period of account for which appointed • Number of financial year(s) to which appointment relates • Whether the appointment of auditor is within the limits of twenty

companies as specified in sub section 3(g) of section 141 • Whether auditor(s) has been appointed in the annual general

meeting (AGM) - If yes, date of AGM • Date of appointment


Form ADT - 1

Content of E-Form ADT-1 • Whether auditor is appointed due to casual vacancy in the

office of auditor • Specify the SRN of relevant form • Person vacated the office • Mention the membership number of auditor or Registration

number of auditor’s firm who has vacated the office • Mention the date of such vacancy • Reasons of the casual vacancy Due Date of Filing Within 15 days from the date of appointment. Person signing the form Director


Financial Statement(AOC 4)


Financial Statement Section 2(40)

Financial Statement

P&L / I&E

CFS

Statement of Changes in

Equity

Expl. Statement / Annexures, Notes, etc.

Balance Sheet


Signatories to Financial Statement

One Person Company

• Any One Director

Other Compani

es

• Chairperson or Two Directors;

• CEO, if Director;• CFO• Company

Secretary


Due date of filing of FS (Section 137)

Adopted Financial Statement

• Within 30 days from the date of AGM

Not Adopted at AGM or AGM not held

• Un-adopted, within 30 days• Registrar to register as provisional• Fresh filing on adoption at Adjourned AGM• AGM not held – File with reasons in 30

daysOne Person Company – 180 days


Filling of Form AOC 4 General Information of the Company

Authorised Capital / No. of members

Pre-filled – Want to Change – First file SH. 7 or get master data updated.

CIN – Click Pre-fill Button

Company must be active.

Name, Address, E-mail ID Pre-filled, New mail ID can be updated.

Financial Year Starting date may be post 1st April, FY should be as per CA, 2013

Date of BM, where financial are approved.

Original or Adjourned, if any

Nature of Financial Statement

Provisional / Adopted / Re-opening/ Revised


Filling of Form AOC 4 General Information of the CompanyDetails of signatories of financial statements

DIN / PAN of Signatories must be associated with Company - Filing must be up-to-date.

Whether the company has a subsidiary Company.

Based on the number entered, maximum 20 blocks would be enabled.

In case CIN is not available, enter the name manually.

Details of the Auditors Number of Auditors, Name, PAN, Category, Address, SRN of ADT. 1, etc.

Type of Industry Commercial & Industrial (C&I) Banking Company Insurance Company Power Company NBFC registered with RBI


Filling of Form AOC 4Part B: I. Balance Sheet II. Detailed Balance sheet items

A. Details of long term borrowings (unsecured)B. Details of short term borrowings (unsecured)C. Details of long term loans and advances (unsecured,

considered good)D. Details of long term loans and advances (doubtful)E. Details of trade receivables

III. Financial parameters - Balance sheet items (Amount in Rupees) as on financial year end date.

IV. Share capital raised during the reporting period (Amount in Rupees)

V. Details related to cost records and cost audit.


Filling of Form AOC 4

Segment II: Information & Particulars in respect of P&LI. Statement of Profit and Loss

II. Detailed Profit and Loss items (Amount in Rupees)A. Details of earning in foreign exchangeB. Details of expenditure in foreign exchange

III. Financial parameters - Profit and loss account items (Amount in Rupees) during the reporting period.

IV. Details related to principal products or services of the company - Turnover of the product or service category (in Rupees) - Turnover of highest contributing product or service (in Rupees)

ITC: Ministry of Commerce & Industry, NPCS: Ministry of Statistics & Programme Implementation



Segment III: Reporting of CSR Average net profit of the company for last three financial

years. Prescribed CSR Expenditure (2 % of the amount as in item 1

above) Total amount spent on CSR for the financial year. Amount spent in local area Manner in which the amount spent during the financial year.

Product or activity Sector State District Budget Amount spent on project Admin Overhead

Give details (name, address and email address) of implementing agency(ies)



Segment IV: Disclosure about RPT

Bifurcation of Arms Length Transactions & transactions not at arm’s length basis

Name(s) of the related party Nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements/ transactions Date of approval by the Board Amount paid as advances, if any Date of SR passed in general meeting under section 188

(only for transactions not at arm’s length basis).



Segment V: Auditors Report

Segment V: Miscellaneous

Whether the Secretarial Audit is applicable

Whether detailed disclosures with respect to Directors’ report under sub-section (3) of section 134 is attached


Attachments

(AOC 4)Financial Statement CSR Policy

AOC 1 & AOC – 2

Secretarial Auditors Report

Auditors Report

Directors’ Report


Annual Return


Annual Return – MGT. 7

General Information

:

Information upto close of FY not

AGM.

Extracts to be part of

Board Report.

Applicable to all the

Companies


Registration & Other Details

Turnover & Net worth

Share Capital & Transfer

Principal Business Activities

Subsidiaries / Associates / JV

Shareholding Pattern

Directors & KMP

IndebtednessMeeting Details

RemunerationCertification

on Compliances

Penalties, etc.

Summary - Contents Annual Return – MGT. 7


Contents of Annual Return…

1. Registration & Other Details: PAN of the Company (Mandatory)

CIN / GLN

Name of Company, Registered Office , Date of Incorporation, Type of Company, Category of Company (Pre-fill).

Email ID, Telephone (mandatory – Pre-filled), Changed – make the changes.

Having Share Capital – Yes /No

Listed – Yes / No

Financial Year

Details of AGM – Date, Due Date, Extension, if any.

CIN of Registrar & Transfer Agents


Contents of Annual Return…2. Principal Business Activities:

Number of Business activities (Max. 10 rows).


Contents of Annual Return…3. Particulars of Holding, Subsidiaries, JV &

Associate Cos.:

Contents of Annual Return….

4. Share Capital, Debenture or other securities of the Company:

Share Capital: Equity, Preference, Unclassified, Brake-up

Details of Stock split, consolidation (Each Class of Shares)

Details of shares/Debentures Transfers since closure date of last financial year (more than 10- Separate Sheet / CD).

Date of Previous AGM

Date and number of Registration of Share Transfer

Indebtedness including debentures (Outstanding as at the end of financial year).



5. Turnover and Net Worth of the Company:

Turnover as per section 2(91)

Net worth as per section 2(57) of the CA, 2013



6. Shareholding Pattern (For Listed Companies)

Promoters (Indian / Foreign).

Public (Indian / Foreign) – as of now, non-promoters will be shown as Public Shareholders, even in case of Private Companies.



7. No. of Promoters, Members & Debenture holders :

At the beginning of the year

Additions during the year

Cessations during the year

At the end of the year



8. Details of Directors & KMPs:

Composition of Board of Directors, % of Shares held

Details of directors and KMP as on the closure of financial year

Particulars of change in director(s) and Key managerial personnel during the year.



9. Meetings of members / class of members/board/committee:

Member: Number of meeting held, Type of meeting, Date of meeting, Total Number of Members entitled to attend meeting, Attendance (number / % of shareholding)

Board: Number of meeting held, Date of meeting, Total Number of Directors as on date of meeting, Attendance (number / % of attendance – Pre-filled)

Committee: Number of meeting held, Type of meeting, Date of meeting, Total Number of members as on date of meeting, Attendance (number / % of Shareholding)

Attendance Details of each Director w.r.t Board Meeting, Committee Meeting & AGM of 2015.



10. Remuneration of Directors & KMP:

NIL option, if no remuneration

Details of remuneration of MD / WTD / Manager.

Details of remuneration of CEO, CFO and CS.

Number of other directors whose remuneration details to be entered.

Name, Designation, Gross salary, Commission, Stock Option/Sweat equity, Others, Total Amount.



11. Matters related to Certification of Compliances & Disclosure:

Compliance to be specified as Yes/NO

Non-compliance to be reported in BOX Given with reason and supporting documents.



12. Penalties and Punishment thereof:

Details of penalties / punishment imposed on company/directors /officers – If no - NIL

If imposed – Details to be provided in tabular form.

Details Of Compounding Of Offences

13. Whether complete list of shareholders, debenture holders has been enclosed as an attachment – Yes / NO



14. Compliance of Section 92(2):

In case of a listed company or

Company having paid up share capital of Rs. 10 Crores or more or

Turnover of Rs. 50 Crores or more,

Company Secretary in whole time practice to Certify the annual return in form MGT-8.

Details of PCS certifying the annual return in form MGT-8 – Name, Certificate of Practice Number.


Contents of Annual Return…Declaration: I am authorized by the Board of Directors of the company vide resolution number …………… to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been compiled with.

I further declare that:

1. 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.

2. All the required attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the CA, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively.CS Manish Gupta, Practising Company

Secretary


Attachments:

1. List of share holders, debenture holders;

2. Approval letter for extension of AGM;

3. Copy of MGT-8, if applicable;

4. Optional Attachment (s), if any.


Who can sign Annual Return – Section 92

One Person

Company / Small

Company

• Company Secretary, if any, otherwise

• Director

Other Companie

s

• Director & Company Secretary.

• Director & PCS, if no regular CS


CS Manish [email protected]

Vice Chairman – NIRC of ICSIManaging Partner, RMG & Associates, Company Secretaries

Thank You

Annual Filing – 2015 under Companies Act, 2013 CS Manish Gupta.

Documents

Transcript of Annual Filing – 2015 under Companies Act, 2013 CS Manish Gupta.