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Annual Return

(Section 92 of Companies act 2013)

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TURNOVER BASED
S.No
1.

Turnover

Contents

Section

Applicability

149

Every other Public


Company .

300 crore or more Appointment of Woman


Director

2.

100 crore or
more

Appointment of
Independent Director

149(4)

Public Company

3.

1000 crore or
more

135(1)

Every Company

4.

100 crore or
more

Constitution of
Corporate Social
Responsibility
Committee
Constitution of Audit
Committee &
Nomination and
Remuneration
Committee

177(1)
178(1)

Every other Public


Company .

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TURNOVER BASED
S.No
5.

Turnover
250 crore or more

Contents

Section

Applicability

Secretarial Audit

204

Every Public Company .

138

Every unlisted Public


Company , Every Pvt
Company .

6.

200 crore or more

Internal Audit

7.

100 crore or more

XBRL filing

All other Company .


--

8.

50 crore or more

Annual Return
certified by PCS

92(2)

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Every other Company .

PAID UP SHARE CAPITAL


BASED
S. No
1.

Paid Up share
Capital
100 crores or more

2.

10 crores or more

3.

Contents

Section

Applicability

Appointment of Woman
Director

149

Every other Public


Company .

Appointment of
Independent Director

149

Every Public Company .

134(3)

Every other Public


Company .

25 crores or more at In the Board Report, a


the end of Financial Statement related to the
year
formal annual evaluation
by the board of its own.

4.

10 crore or more

Constitution of Audit
Committee & Nomination
and Remuneration
Committee

177(1) &
178(1)

Every other Public


Company .

5.

10 crore or more

Appointment of KMP

203(1)

Every other Public


Company .

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PAID UP SHARE CAPITAL


BASED
S.No

Paid up Share
Capital

Contents

Section

Applicability

6.

5 crore or more

203

7.

50 crore or more

Whole time
Company
Secretary
Secretarial Audit

Every Company
other than Listed or
Public Company .
Every other Public
Company .

8.

50 crore or more

Internal Audit

138

9.

5 crore or more

XBRL Filing

204

Every unlisted
Public Company .
All other Company .

-10.

10 crore or more

Annual Return
certified by PCS

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All other Company .


92(2)

MISCELLANEOUS
S. No

Outstanding Loans,
Debentures And
Deposits

Contents

Section

Applicability

1.

Exceeding 50 crore or more

Appointment of
Independent Director

149

Every Public
Company .

2.

Exceeding 50 crore or more

Constitution of Audit
Committee &
Nomination &
Remuneration
Committee

177(1) &
178(1)

Every other Public


Company .

S. No

Net Worth

Contents

Section

Applicability

1.

500 crore or more

Constitution of
Corporate Social
Responsibility
Committee

135(1)

Every Company .

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MISCELLANEOUS
S. No

Net Profit

Contents

Section

Applicability

1.

5 crore or more

Constitution of
Corporate social
Responsibility
Committee

135(1)

Every Company .

S. No

Outstanding
Deposit

Contents

Section

Applicability

1.

25 crore or more
at any time
during the
financial Year

Internal Audit

138

Every unlisted
Public Company .,
Every Private
Company .

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MISCELLANEOUS
S. No

Outstanding Loans
from Banks and
PFIs

Contents

Section

Applicability

1.

Exceeding 100 crore


or more at any time
during the preceding
Financial Year

Internal Audit

138

Every unlisted Public


Company ., Every Private
Company .

2.

Exceeding 50 crore or
more,
Accepting deposits
from public

Vigil
Mechanism

177

Listed Company ., Other


Company .,

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INTRODUCTION
Annual Return of a Company is an annual statement

& part of Annual filing of Company which is


required to be filled with Registrar of Companies
(ROC)
It highlights the information about the Companys
Composition, activities and financial position.
Annual return is required to be prepared on
financial year to financial year basis.
Every Company shall prepare its annual return in
Form MGT-7.

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INTRODUCTION
Sec 92(1) read with Rule 11 of the Companies ( Management and Administration)
Rules, 2014

Form MGT-7

Annual Return for every Company

Sec 92(2) read with Rule 11 of the Companies ( Management and Administration)
Rules, 2014

Form MGT-8

Certification by PCS of Listed Company & Other


prescribed Companies.

Sec 92(3) read with Rule 12 of the Companies ( Management and Administration)
Rules, 2014

Form MGT-9

Extract of annual return to be annexed with Board


Report
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CoNTENTS
Registered office of Company,
Principal Business activities,
Particulars of its holding, subsidiary, Joint

venture and associate Companies,


Shares, debentures and other securities,
indebtedness including Debentures,
Turnover & Net Worth of Company
Promoters, members, and debentures
holders along with changes therein,

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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 Company
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IMPORTANT NOTE
As per MCA notification dated 24th

September 2015, Permanent Account


Number (PAN) of the Company shall is
mandatorily required to be mentioned in
Annual Return

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ComparAtve study
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)

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SIGNING
OPC & SMALL Company

OTHER Companies

Company Secretary
or
In case of No CS, then by the
Director.

Director & Company


Secretary
Or
In case of No CS, then by PCS

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FILLING OF ANNUAL
RETURN
Form MGT-7 is required to be filed with ROC within 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.
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PENALTIES
In case, Annual Return is not filed within time and
additional time;
COMPANY

Fine:
Minimum Rs.50,000 but
extend to Rs.5,00,000

EVERY OFFICER WHO IS IN


DEFAULT

Imprisonment:
6 months
Fine:
Minimum Rs.50,000 but extend
to Rs. 5,00,000
or with both.
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