Annual Return Deepak Sharma FCS, LL.B, M.com Ph. No. 91-9810904960 COMPANIES ACT, 2013

TURNOVER BASED S. No Turnover Contents Section Applicability 1. 300 core or more Appointment of Woman Director 149 Every Listed Co, Every other Public Co. 2. 100 crore or more Appointment of Independent Director 149(4) Public Co. 3. 1000 crore or more Constitution of Corporate Social Responsibility Committee 135(1) Every Co 4. Constitution of Audit Committee & Nomination and Remuneration committee 177(1) 178(1)

TURNOVER BASED S. No Turnover Contents Section Applicability 5. 250 crore or more Secretarial Audit 204 Every Listed Co, Every other Public Co. 6. 200 crore or more Internal Audit 138 Every listed co., Every unlisted Public Co., Every Pvt Co. 7. 100 crore or more XBRL filing -- Every Listed Co. & all other co. 8. 50 crore or more Annual Return certified by PCS 92(2) Every Listed Co., Other Co.

PAID UP SHARE CAPITAL BASED S. No Paid Up share Capital Contents Section Applicability 1. 100 crores or more Appointment of Woman Director 149 Every Listed Co, Every other Public Co. 2. 10 crores or more Appointment of Independent Director Every Public Co. 3. 25 crores or more at the end of Financial year In the Board Report, a Statement related to the formal annual evaluation by the board of its own. 134(3) 4. 10 crore or more Constitution of Audit Committee & Nomination and Remuneration committee 177(1) & 178(1) 5. Appointment of KMP 203(1)

PAID UP SHARE CAPITAL BASED S. No Paid up Share Capital Contents Section Applicability 6. 5 crore or more Whole time company Secretary 203 Every co other than Listed or Public Co. 7. 50 crore or more Secretarial Audit 204 Every Listed Co, Every other Public Co. 8. Internal Audit 138 Every listed co., Every unlisted Public Co. 9. XBRL Filing -- Every Listed Co. & all other co. 10. 10 crore or more Annual Return certified by PCS 92(2) Every Listed C o. & all other co.

MISCELLANEOUS S. No Outstanding Loans ,Debentures And Deposits Contents Section Applicability 1. Exceeding 50 crore or more Appointment of Independent Director 149 Every Public Co. 2. exceeding 50 crore or more Constitution of Audit Committee & a Nomination & Remuneration Committee 177(1) & 178(1) Every Listed Co, Every other Public Co. Net Worth 500 crore or more Constitution of Corporate Social Responsibility Committee 135(1) Every Co.

MISCELLANEOUS S. No Net Profit Contents Section Applicability 1. 5 crore or more Constitution of Corporate social Responsibility Committee 135(1) Every co. Outstanding Deposit 25 crore or more at any time during the financial Year Internal Audit 138 Every unlisted Public Co., Every Private Co.

MISCELLANEOUS S. No Outstanding Loans from Banks and PFI’s Contents Section Applicability 1. Exceeding 100 crore or more at any time during the preceding Financial Year Internal Audit 138 Every unlisted Public Co., Every Private Co. 2. Exceeding 50 crore or more, Accepting deposits from public Vigil Mechanism 177 Listed Co., Other Co.,

INTRODUCTION Annual Return of a company is a yearly statement to be filled with Registrar of Companies (ROC) which highlights the information about company’s various aspects pertaining to its composition, activities and financial position. Annual return is to be prepared financial year to financial year basis. Every Company shall prepare its annual return in Form MGT-7.

INTRODUCTION MGT-7 MGT-8 MGT-9 Sec 92(1) & Rule 11 of the Companies ( Management and Administration) Rules, 2014 MGT-7 Annual Return for every Company. Sec 92(2) & Rule 11 of the Companies ( Management and Administration) Rules, 2014 MGT-8 Certification by PCS of Listed Co & Other prescribed Companies. Sec 92(3) & Rule 12 of the Companies ( Management and Administration) Rules, 2014 MGT-9 Extract of annual return to be annexed with Board Report

CONTENTS Its Registered office, Principal Business activities, Particulars of its holding, subsidiary, Joint venture and associate companies, Its shares, debentures and other securities, Its indebtedness including Debentures, Turnover & Net Worth of Company Its Promoters, members, and debentures holders along with changes therein,

CONTENTS Details of Directors and Key Managerial Personnel, Meetings of members or a class thereof, Board and its various committees along with attendance details, Remuneration of directors and key managerial personnel, Details relating to certification of compliances, Penalty or punishment imposed on company/ directors /officers , Details of compounding of offences, if any List of Shareholders, debenture holders as an attachment Compliance u/s 92(2) in case of Listed Companies

CONTD. As per MCA notification dated 24th September, 2015, Permanent Account Number (PAN) of the Company shall also be stated. OLD FORMS: NEW FORMS: Form 23 Ac & ACA Form AOC-4 Form 20B Form MGT-7 & MGT-8 For certification by PCS Form 66 MR-3 (Secretarial Audit Report)

Director & Company Secretary SIGNING OPC & SMALL COMPANY OTHER COMPANY Company Secretary or If No Company secretary, then by the Director. Director & Company Secretary Or If No CS, then by a PCS

FILLING OF ANNUAL RETURN With In 60 days of AGM IF NO AGM IS HELD With in 60 days from the date on which AGM should have been held together with statement specifying the reasons for not holding AGM. Along with Applicable Fees, Or Additional fees, within the additional time of 270 days.

If not filed with in time and additional time; PENALITIES If not filed with in time and additional time; COMPANY EVERY OFFICER WHO IS IN DEFAULT Imprisonment: 6 months Fine: Minimum 50,000 but extend to 5,00,000 or with both. Fine: Minimum 50,000 but extend to 5,00,000

THANKYOU Deepak Sharma FCS, LL. B, M. com Ph. No THANKYOU Deepak Sharma FCS, LL.B, M.com Ph. No. 91-9810904960 E-mail: sjacorporate@gmail.com DISCLAIMER: This presentation is for informational purposes only, and is not intended to provide specific legal advice