Saturday, 12 September 2015

EXTRACT OF ANNUAL RETURN

Section 92 of the Companies Act, 2013  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.

REGISTRATION AND OTHER DETAILS:
Company shall fill Registration Number of the Company like Corporate Identification (CIN) or Global Location Number (GLN), date of registration and name of the Company.
Company shall tick on category and Sub – categories of the company.
The Category may be private or public company. Company shall write applicable sub – categories of the company, whether it is Government Company, Small Company, One Person Company, Subsidiary of Foreign Company, NBFC, Guarantee Company, Limited by shares, Unlimited Company, Company having share capital, Company not having share capital, Company Registered under Section 8. For this point, be careful as there may be more than one sub – category applicable to the company.
The company shall fill name and address and Contact details of the company.
In case of listed company, company shall mention name and code of each stock exchange.
Company shall also give name and address of Registrar and Transfer Agent.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Company shall report all business activities contributing 10 % or more of the total turnover of the company. This includes name and description of main products or services, NIC codes for these products or services, and percentage of their contribution to turnover of the company.
 
 
HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Company is required to report name and address of these companies with CIN and percentage of share holding in or of the company, as the case may be. Section under which these companies falls into category of holding, subsidiary and associate companies is also required to be mentioned.
SHARE HOLDING PATTERN
Category wise details:
For each category of shareholders, company shall disclose number of shares held at beginning and end of the year with details of demat and physical shares, and their percentage of total shares.
The classes are:
  1. Promoters:
    1. Indian:
      1. Individual,
      2. Central Government,
      3. State Governments,
      4. Bodies Corporate,
      5. Bank and financial institutes,
      6. Others
    2. Foreign:
      1. NRI – individuals,
      2. Others – Individuals,
      3. Bodies corporate,
      4. Bank and financial Institutes,
      5. Any Other
    3. Public Share holding:
      1. Institutions:
        1. Mutual Funds,
        2. Banks and financial institutes,
        3. Central Government,
        4. State Governments,
        5. Venture Capital Funds
        6. Insurance Companies
        7. Foreign Institutional Investors,
        8. Foreign Venture Capital Funds,
        9. Others
      2. Non – Institutions:
        1. Bodies Corporate
          1. Indian
          2. Foreign
        2. Individual
          1. Individual shareholders holding nominal Share capital up to Rs. 1Lakh
          2. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh
        3. Others
      3. Shares held by custodians for GDRs / ADRs
Shareholding of Promoters:
Information shall include shareholder’s name along with detail of shareholding at beginning and end of the year. Company shall disclose number of shares, percentage of shareholding to total shares of the company and percentage of pledged or encumbered shares to the total shares of the company. Company shall also disclose percentage change in shareholding of each shareholder during the year.
Change in promoter’s shareholding:
This requires date wise increase and decreasing in shareholding of overall shareholding of the promoters along with date wise cumulative shareholding.
Shareholding pattern of top ten shareholders:
These top ten shareholders shall not include directors, promoters and holders of GDR/ADR. Information shall include shareholder’s name along with detail of shareholding at beginning and end of the year.
Shareholding of Directors and Key Managerial Personnel:
Information shall include name of director and key managerial personnel along with detail of shareholding at beginning and end of the year.
INDEBTEDNESS
For the purpose of these details indebtedness of company includes interest outstanding or accrued but not due for payment. Indebtedness may be of secured loan, unsecured loan and deposits. Company shall give break – up of principal amount, interest due but not paid and interest accrued but not due. Indebtedness shall be at beginning and end of financial year along with addition and reduction during year.
REMUNERATION
There are three categories of managerial personnel:
  1. Managing Director, Whole time directors, and/or Manager
  2. Other Directors
  3. Key Managerial personnel other than Executive directors as given in point 1 above.
Remuneration to Managing Director, Whole time directors and/or Manager:
Remuneration shall include:
  1. Gross salary
    1. Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961
    2. Value of perquisites under section 17(2) of the Income Tax Act 1961
    3. Profit in lieu of salary under Section 17(3) of the Income Tax Act 1961
  2. Stock Option
  3. Sweet Equity
  4. Commission
    1. As percentage of Profit
    2. Other commission
  5. Others
The Company shall also give total of remuneration of all persons in this category.
Remuneration to all other directors:
Company shall disclose for independent directors sitting fees for attending board or committee meeting, commission and other.
Company shall disclose for non – executive directors sitting fees for attending board or committee meeting, commission and other.
Remuneration to other key managerial personnel:
Remuneration shall include:
  1. Gross salary
    1. Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961
    2. Value of perquisites under section 17(2) of the Income Tax Act 1961
    3. Profit in lieu of salary under Section 17(3) of the Income Tax Act 1961
  2. Stock Option
  3. Sweet Equity
  4. Commission
    1. As percentage of Profit
    2. Other commission
  5. Others
The Company shall also give total of remuneration of all persons in this category.
 
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Penalties, punishment and compounding of offences may be on three categories of persons:
  1. Company
  2. Directors, and
  3. Other officers in default
Details of penalties, punishment and compounding of offence for each category of persons shall include: Section of the Companies Act, Brief Description, details of penalties, punishment and compounding fee imposed, authority imposing the penalty, punishment and compounding, and details of appeal made, if any.
As this is extract of annual return, it is advisable to prepare Annual Return correctly and only then prepare this form.

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