Form No. MGT-7
ANNUAL RETURN
As on the financial year ended on 31/03/20xx
Of
ABC PRIVATE LIMITED
[Pursuant to Section 92(1) of the Companies Act, 2013
And
Rule 11(1) of the Companies (Mgt. and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN:
Foreign Company Registration Number/GLN
Registration Date [DDMMYY]
ii)
Category of the Company
[Pl. tick]
Public Company
Private Company
iii)
Sub Category of the Company
[ Please tick whichever are
applicable]
1. Government Company
2. Small Company
3. One Person Company
4. Subsidiary of Foreign Company
5. NBFC
6. Guarantee Company
7. Limited by shares
8. Unlimited Company
9. Company having share capital
10. Company not having share capital
11. Company Registered under Section 8
iv) Whether shares listed on recognized Stock Exchange(s)
If yes, details of stock exchanges where shares are listed
SN Stock Exchange Name Code
1
2
v)
AGM date-
Whether extension of AGM was granted – Yes / No. ( If yes, provide reference number , date of approval letter and the period upto which extension granted)
If Annual General Meeting was not held, specify the reasons for not holding
the same
Vi) NAME AND REGISTERED OFFICE ADDRESS OF COMPANY:
Company Name
Address
Town / City
State
Pin Code:
Country Name :
Country Code
Telephone (With STD Area Code Number)
Fax Number :
Email Address
Website
Name of the Police Station having jurisdiction where the registered office is situated
Address for correspondence, if different from address of registered office:
Vii) Name and Address of Registrar & Transfer Agents (RTA):- Full address and contact details to be given.
Registrar & Transfer Agents ( RTA ):-
Address
Town / City
State
Pin Code:
Telephone (With STD Area Code Number)
Fax Number :
Email Address
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
SN Name and Description of main products / services NIC Code of the Product/service
% to total turnover of the company
1
2
3
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies for which information is being filled]]
S. N0 NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE
1
2
3
IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY
i) Share Capital
a) Authorised Capital-
Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share :-
At the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
At the end of the year
Preference Share :-
At the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
At the end of the year
Unclassified Shares
At the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
At the end of the year
Total Authorized Capital at the beginning of the year
Total Authorised Capital at the end of the year
b) Issued Share Capital
Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share :-
At the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
At the end of the year
Preference Share :-
At the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
At the end of the year
Total Issued Share Capital at the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
Total Issued Share Capital at the end of the year
C) Subscribed Share Capital
Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share :-
At the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
At the end of the year
Preference Share :-
At the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
At the end of the year
Total Subscribed Share Capital at the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
Total Subscribed Share Capital at the end of the year
d) (i) Paid Up Share Capital-
Class of Shares No. of shares Nominal Value per share (Rs.) Total Nominal value of shares [Rs.]
Equity Share :-
At the beginning of the year
Changes during the year
1. Increase
i. Public Issue
ii. Private Placement / Preferential Allotment
iii. ESOS
iv. Sweat Equity
v. Conversion – Pref. shares / Debentures
vi. Conversion into equity
vii. GDR / ADR
viii. Others please specify………….
2. Decrease
i. Buy-back
ii. Forfeiture
iii. Re-issue of forfeited shares
iv. Reduction
v. Others, please specify
At the end of the year
Total Paid Up Share Capital at the beginning of the year
Changes during the year (Increase)
Changes during the year (Decrease)
Total Paid Up Share Capital at the end of the year
d) (ii) Details of stock split / consolidation during the year (for each class of shares):-
Class of shares Before split /consolidation After split / Consolidation
Number of shares -
Face value per share -
ii) Debentures
Type of Debentures No. of Debentures Nominal Value per Debentures (Rs.) Total Nominal value of Debentures [Rs.]
Non-convertible ( for each type):-
At the beginning of the year
Changes during the year (Increase/Redemption)
At the end of the year
Partly-convertible ( for each type)
At the beginning of the year
Changes during the year (Increase/Redemption)
At the end of the year
Fully-convertible ( for each type)
At the beginning of the year
Changes during the year (Increase/Converted)
At the end of the year
Total Amount of Debentures
At the beginning of the year
Changes during the year (Increase/Redemption/Converted)
At the end of the year
iii) Other Securities-
Type of
Securities No. of Securities Nominal
Value
of each
Unit (Rs.)
Total
Nominal
Value
(Rs.) Paid up
Value
of each
Unit (Rs.) Total Paid
up
Value
(Rs.)
iv) Securities Premium Account-
Class of Securities on which premium received No. of Securities Premium per unit [Rs.] Total Premium [Rs.]
Premium on Equity [specify for each type ]
At the beginning of the year
Changes during the year
1. Increase
i. Public Issue
ii. Private Placement / Preferential Allotment
iii. ESOS
iv. Conversion – Pref. shares / Debentures
v. Conversion into equity
vi. GDR / ADR
vii. Others please specify………….
2. Decrease
i) Utilization for issue of bonus shares
ii) ……………………………..
iii) ………………………………
At the end of the year
Premium on Other Securities
At the beginning of the year
Changes during the year
1) Increase –Fresh issue
2) Decrease-Premium on redemption
At end of the year
Total securities premium at the
Beginning of the year
Change during the year
Increase
Decrease
Total securities premium at the end of
the year
V. Turnover and net worth of the company (as defined in the Act)
(i) Turnover:
- Turnover at the end of the financial year: Rs.
(ii) Net worth of the Company:
- Net worth at the end of the financial year: Rs.
VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the year[As on 31-March-2014] No. of Shares held at the end of the year[As on 31-March-2015] % Change
during
the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter
(1) Indian
a) Individual/ HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp.
e) Banks / FI
f) Any other
Total shareholding of Promoter (A)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total (B)(1):-
2. Non-Institutions
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
c) Others (specify)
Non Resident Indians
Overseas Corporate Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies - D R
Sub-total (B)(2):-
Total Public Shareholding (B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C)
B) Shareholding of Promoter-
S. No Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the year
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares
1
2
C) Change in Promoters’ Shareholding (please specify, if there is no change)
S.No Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total
shares of the
company No. of shares % of total
shares of the
company
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):
At the end of the year
D) Shareholding Pattern of top ten Shareholders:
(other than Directors, Promoters and Holders of GDRs and ADRs):
SN For Each of the Top 10
Shareholders Shareholding at the beginning
of the year Cumulative Shareholding during the
year
No. of shares % of total
shares of the
company No. of shares % of total
shares of the
company
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the end of the year
E) Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning
of the year Cumulative Shareholding during the
year
No. of shares % of total
shares of the
company No. of shares % of total
shares of the
company
At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year
F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
* Addition
* Reduction
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
VII) DETAILS OF MEMBERS, DEBENTURE HOLDERS AND OTHER SECURITIES HOLDER
Ledger Folio of Share /Debenture Holder/Other security holder-
Share/Debenture Holder/ Other security holder’s full Name:
Father’s/Mother’s / Spouse’s Name
Joint Holder’s Full Name
Type of Share/ Debenture/other security
Number of Share/Debentures/ Other securities held
Amount per Share / other security (in Rs.)
Date of becoming a member / other security holder:-
Address :
Town/City :
District :
State :
Country :
Ledger Folio of Share /Debenture Holder/Other security holder-
Share/Debenture Holder/ Other security holder’s full Name:
Father’s/Mother’s / Spouse’s Name
Joint Holder’s Full Name
Type of Share/ Debenture/other security
Number of Share/Debentures/ Other securities held
Amount per Share / other security (in Rs.)
Date of becoming a member / other security holder:-
Address :
Town/City :
District :
State :
Country :
VIII) Details of shares / debentures transfers since the close of last financial year [or in the case of the first return at any time since the incorporation of the Company.)
Date of closure of previous financial year
Date of Registration of Transfer of Shares
Type of Security
Number of Shares
Nominal Value (each in Rs.)
Ledger Folio of Transferor:
Transferor’s Name
Ledger Folio of Transferee:
Transferee’s Name
IX) PROMOTERS/DIRECTORS / KEY MANAGERIAL PERSONNEL AND CHANGES THEREIN
[Designation: - P- Promoter, C – Chairman, CMD- Chairman cum Managing Director, CW-Chairman cum Whole time Director, W –Whole Time Director, CS –Company Secretary, M –Manager, D –Director, MD – Managing Director, CEO-Chief Executive Officer, CFO-Chief Financial Officer]
[Category:- I- Independent, N- Nominee, A- Alternate, ED-Executive Director, NED- Non- Executive Director ]
Promoter
Status: Company
Name
Country of Incorporation
Address of Regd Office
Individual/s
Full Name
Nationality
Address
Details of Directors:
Composition of Board of Directors
Category
At the beginning of the year At the end of the year
No. of Directors % of total Number of Directors No. of Directors % of total Number of Directors
A. Promoter
i) Executive Directors
ii) Non-Executive Directors
Sub-total (A)
B. Non-Promoter
i) Executive Directors
ii) Non-Executive Directors & Independent Directors
iii) Non-Executive & non-Independent Directors
Sub-total (B)
C. Nominee Directors
i) representing lending institution/ banks
ii) representing investing institutions
iii) representing Gov
iv) representing small share holders
v) Others, if any
Sub-total (C)
Total ( A+B+C+)
ii) Details of Individual Directors
DIN: -
Full Name:
Father’s/ Mother’s / Spouse’s Name
Nationality-
Date of Birth :
Designation:
Category:-
Occupation
Email-id:-
No. of Equity Shares held in the Company:-
Date of Appointment
Date of Ceasing:
Residential Address:
Town / City :
District :
State :
Pin Code :
Details of Directorships in other companies and changes therein Nil
Name of the Company CIN of the Company Type of Company* Designation ** Date of Appointment Date of Cessation
DIN: -
Full Name:
Father’s/ Mother’s / Spouse’s Name
Nationality-
Date of Birth :
Designation:
Category:-
Occupation
Email-id:-
No. of Equity Shares held in the Company:-
Date of Appointment
Date of Ceasing:
Residential Address:
Town / City :
District :
State :
Pin Code :
Details of Directorships in other companies and changes therein
Name of the Company CIN of the Company Type of Company* Designation ** Date of Appointment Date of Cessation
* Listed Company-L, Unlisted Public Company-U, Private Company-P, OPC –O
** C – Chairman, CMD- Chairman cum Managing Director, CW-Chairman cum Whole time Director W –Whole Time Director, D –Director, MD – Managing Director, ED- Executive Director, NED – Non-Executive Director, AD- Alternate Director
3] Key Managerial Personnel:
i) Managing Director / CEO / Manager/Whole time director
DIN/PAN / UIN/ PASSPORT NO
Full Name:
Father’s/ Mother’s / Spouse’s Name
Nationality-
Date of Birth :
Designation:
Date of Appointment
Date of Ceasing:
Residential Address:
Town / City :
District :
State :
Pin Code :
ii) Company Secretary
PAN / UIN/ PASSPORT NO
Full Name:
Father’s/ Mother’s / Spouse’s Name
Nationality-
Date of Birth :
Designation:
Membership Number
Date of Appointment
Date of Ceasing:
Residential Address:
Town / City :
District :
State :
Pin Code :
iii) Chief Financial Officer
DIN/PAN / UIN/ PASSPORT NO
Full Name:
Father’s/ Mother’s / Spouse’s Name
Nationality-
Date of Birth :
Designation:
Date of Appointment
Date of Ceasing:
Residential Address:
Town / City :
District :
State :
Pin Code :
iv) Others:
PAN / UIN/ PASSPORT NO
Full Name:
Father’s/ Mother’s / Spouse’s Name
Nationality-
Date of Birth :
Designation:
Date of Appointment
Date of Ceasing:
Residential Address:
Town / City :
District :
State :
Pin Code :
X. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS
A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETING:
Type of meeting Date of meeting Total Number of Members entitled to attend meeting Attendance
Number % of total shareholding
Annual General Meeting [AGM]
Extra-Ordinary General Meeting [EGM]
Class Meeting
NCLT/ Court
Requisitioned
B. BOARD MEETINGS:
S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of
Attendance
1.
2.
3.
5.
C. COMMITTEE MEETINGS
No. of Committees
Name of the Committee
SN Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of
Attendance
D. ATTENDANCE OF DIRECTORS
Sl. N Name of the Director Board of Meetings Committee Meetings (Taking all the Committee Meetings together of which a Director is a member Whether attended last AGM held on....(Y/N)
No of Meeting Held No. of Meeting attended % of attendance No of Meeting Held No. of Meeting attended % of attendance
1.
2.
3.
XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
NOT APPLICABLE
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others, specify…
5 Others, please specify
Total (A)
Ceiling as per the Act
B. Remuneration to other directors
SN. Particulars of Remuneration Name of Directors Total Amount
1 Independent Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (1)
2 Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: NOT APPLICABLE
SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
others, specify…
5 Others, please specify
Total
XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Companies Act Brief
Description Details of Penalty / Punishment/ Compounding fees imposed Authority
[RD / NCLT/ COURT] Appeal made,
if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
XIII. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES
A. CERTIFICATION OF COMPLIANCES
Details of events / matters in respect of which the company was liable to file returns or comply with requisite provisions of the Companies Act and rules made hereunder :-
Description of the Event / Matter Date Of The Event Section & Description Due date for filing / compliance Date of Filing SRN/ SR compliance Concerned with Authority (ROC/ NCLT /Court) Reasons for delay, if any
B. DISCLOSURES
1 Closure of Register of Members/Debenture Holders/other security holders Date of Closure of Register / Record Date Purpose Date of Public Notice No. of Days for which Register of Members was closed
2. Declaration of
Dividend Date of Declaration Percentage Dividend Per Share Remarks
3 Delisting of Shares / Securities, if any Name of Stock Exchange from where it is delisted Date of Delisting Remarks
4 Change in Nominal Value of Shares Nominal Value per share before Change Nominal Value per share after Change Date of Change
5 Particulars of inter- corporate loans, investments, etc Name of the body corporate Aggregate amount of loans, investments during the year (for each body corporate) Relation with such body corporate (whether it is holding, subsidiary or associate) Remarks
6 Contracts or arrangements in which directors are interested / related party transactions Name of the director / related party Date of disclosure of interest Date of contract / arrangement Brief particulars of the contract /arrangement
7 Details of resolutions passed by postal ballot Brief Particulars of resolution Number of votes cast For Against
XIV. Details in respect of shares held by or on behalf of the FII’s.
Name of FII Address Country Of Incorporation Regn. No. with SEBI / RBI % of share holding
XV. OTHER DISCLOSURES
(1) Corporate Social Responsibility:-
(a) Amount spent by the company during the financial year in pursuance of its Corporate Social Responsibility policy –
(b) The amount spent as percentage of the average net profits of the company made during the three immediately preceding financial years-
(2) Limits under following sections of the Act:-
Section Brief Description Limit (Rs.)
186(2) [loan and investment by company]
180(1)(c) [restrictions on powers board]
(3) Disclosure of Directors:-
All the Directors have furnished notices in form MBP-1 and additional disclosures, wherever applicable, during the year;
Each independent director has given a declaration that he meets the criteria of independence as provided in sub-section (6) of section 149. N.A
(4) The Company has duly appointed/re-appointed M/S Chartered Accountants as the Auditor of the Company at the annual general meeting held on _________
We certify that:
The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.
The whole of the amount of unpaid/ unclaimed dividend/other amounts as applicable have been transferred to the Investor Education and Protection Fund in accordance with section 125 of the Act.
The Company has maintained all the registers as per the provisions of the Act and the rules made there under and
Unless otherwise anything in contrary is stated expressly elsewhere in this Return, the Company has complied with the applicable provisions of the Act during the financial year.
(Certificates to be given by Private Companies)
The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the company.
Where the annual return discloses the fact that the number of members, except in case of a one person company, of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to included in the reckoning the number of two hundred.
The Company continues to be a Private Company during the financial year.
Certificate to be given only by One Person Company / Small Company)
The Company continues to be one Person Company / small company.
Signed By-
Director
Company Secretary /Company Secretary in Practice
Notes:-
Under Section 92(1) of the Act, the Annual Return is to be signed both by a Director and a Company Secretary, or where there is no Company Secretary, by a Company Secretary in practice.
Under proviso to Section 92(1) of the Act, the Annual Return of a One Person Company and a Small Company shall be signed by the Company Secretary or where there is no Company Secretary, by a director of the company.
Under sub section (2) of Section 92 of the Act, the Annual Return of a listed company or by a company having such paid-up capital and turnover as may be prescribed shall also be certified by a company secretary in practice in the prescribed manner.
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