Annual Return: [Contributed by Mr. M.K. Apte, Practicing Company Secretary, Indore (M.P.)]

ANNUAL RETURN:

The provisions relating to Annual Return are contained in Section 92 of the Companies Act, 2013. It is an important document, designed to provide information to all the interested persons in the company i.e. stakeholders. The return contains the information relating to the company, its promoters, members, meetings and remuneration of the directors and key managerial personnel. It is the intention of the law makers to improve the corporate governance and empower shareholders. It is a framework based on self-regulation with enhanced disclosures and accountability on the part of the companies and its management. Every company shall prepare its annual return in FORM No: MGT-7.

The documents required to prepare annual return:

1. Memorandum and Articles of Association.
2. Statutory Registers:

                      (a)    Register of members;
                      (b)   Register of Directors;
                      (c)    Register of Directors’ shareholding;
                      (d)   Register of Key Managerial Personnel;
                      (e)   Register of Related Party Transactions;
                      (f)     Register of loans and advances;
                      (g)   Register of Charges
                      (h)   Register of Securities

      3.      Minutes of the meetings of Members; Board of Directors and their committees;

      4.      Attendance register of all the meeting

      5.      Forms and receipts filed with the Registrar of Companies;

      6.      Indebtedness certificate signed by Company Secretary /CFO of the company as well as the                   Bank statement.

      7.      Latest audited financial statements

      8.      Copy of notice of annual general meeting

      9.      List of shareholders as on 1^st April and 31^st March

     10.  List of share transfers during the year.

     11.  Any orders received by the company from the High Court or from any other regulatory body.

     12.  List of promoters.

     13.  If necessary, we can take Management Representation letter

On the basis of the above registers and information, the information mentioned in the annual return is to be checked.

Further, in Point No: XI in the Annual Return a company has to give disclosure as to whether company has made all the compliances and disclosures during the year.  The certifying officer selects YES, it means, the certifying authority is certifying that not only the matters mentioned in Annual Report but also the company has complied with all the provisions of the Companies Act, 2013 during the financial year. Further, the certifying authority is certifying that whatever mentioned in the annual return is true and no facts are concealed as per the original record maintained by the company. It means the certifying authority has checked all the original documents relating to the information mentioned in the annual return e.g. minutes, registers and other documents.

Provisions relating to authentication of an Annual Return:

Section 92(1) provides that the annual return shall be signed by a director and the company secretary or where there is no company secretary, by a company secretary in practice. In relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

Further, in case of a listed company or a company having a paid up share capital of Ten Crores Rupees or more or turnover of fifty crore rupees or more, shall be certified by a company secretary in practice and the certificate shall be in Form No: MGT-8.

While certifying the annual return, it becomes necessary for a company secretary to certify the annual return only after scrutinizing and checking all the originals (copy of which may be obtained from the company and retained with him) and to find that the information submitted in the Annual Return matches with the originals.