Overview of annual return - under ca, 2013

S.No

Particulars

Explanation

I

i)     CIN/Foreign Company Registration Number/GLN

Registration Date

Information to be entered as per MCA records.

Date of Incorporation/Registration.

ii)   Category of the Company

To choose either public or private as the case may be.

iii) Sub Category of the Company

Eleven options are given in the format and we require to choose the option under which the company falls as per the definition given under CA, 2013.

iv) Whether shares listed on recognized Stock Exchange(s)

Yes/ No to be given by the Company as the Case.

In case of Yes – Stock Exchange Name and Code

                            to be mentioned.

v)   AGM Details

    AGM Extension

AGM Not Held

AGM Held – Date of AGM to be Mentioned.

AGM Not Held – Due date of AGM to be held.

Yes/ No to be given by the Company as the Case.

In case of Yes - reference number, date of                          Approval letter and period up to which extension granted to be specified.              

Reason for not holding the AGM to be specified.

vi) Name and Registered Office Address of Company.

Name of the Police Station having jurisdiction where the registered office is situated.

Address for correspondence, if different from address of registered office.

Name and Registered office of the Company as on the date of closing of the financial year to be specified.

Name of the Police Station to be given and it’s not mandatory to give the address of the Police Station.

If Correspondence address is different from Registered Office, the Company is required to give the correspondence address clearly for communication purpose.

In case of foreign company, please give address of principal place of business in India.

The Principal place of Business address to be mentioned in case of Foreign Company.

vii) Name and Address of Registrar & Transfer Agents

Companies who have appointed the RTA should specify the full address with Contact details.

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 separately.

III

Particulars Of Holding, Subsidiary And Associate Companies.

Particulars of both Indian and Foreign Holding,   Subsidiary And Associate Companies to be filled up.

IV

Share Capital, Debentures And Other Securities Of The Company

Share Capital

(a)   Authorised Share capital    Equity/Preference/unclassified shares.

Shares as on beginning of the year along with Increase/Decrease during the period with balance as at the end of the year to be specified separately.

Total at the beginning of the year and total at the end of the year to be given separately.

(b)   Issued Share Capital Equity/preference Share.

Shares as on beginning of the year along with Increase/Decrease during the period with balance as at the end of the year to be specified separately.

Total at the beginning of the year and total at the end of the year to be given separately

(c)    Subscribed Share Capital Equity/Preference Shares.

(d)   (i) Paid-Up share capital.

Shares as on beginning of the year along with Increase/Decrease during the period with balance as at the end of the year to be specified separately.

Mode of increase/decrease in paid-up share capital to be chosen from the option available in the format.

Total at the beginning of the year and total at the end of the year to be given separately.

(ii) Details of stock split / consolidation during the year (for each class of shares)

Details before split/consolidation and after split/consolidation with details of number of shares and face value per share, if any to be given or else it can be specified as Not Applicable.

(ii) Debentures

Type of debentures, number of debentures, nominal value per debenture and total paid-up of debentures at the beginning of the year and changes if any should be shown separately.

(iii) Other Securities

Details of type of securities, number of securities, total paid up value should be specified, if any available.

Securities Premium Account

Premium on equity and other securities should be shown separately.

V

Turnover and net worth of the company (as defined in the Act)

(i)   Turnover

Turnover at the end of the financial year should be specified.

(ii) Turnover at the end of the financial year

Net Worth at the end of the financial year should be specified.

VI

SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

A.       Category-wise Share Holding

Shareholding pattern of the company should be categorised based upon the category of shareholder by specifying the number of shares in physical form and demat form as on beginning of the year and at the end of the year.

B. Shareholding of Promoters

Details of promoter shareholding as on beginning of the year and end of the year to be specified along with the details of shares pledged by the promoters.

C. Change in Promoters Shareholding.

Details of promoter shareholding and changes happened during the financial year along with the reason of changes to be specified.

D. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Details of top ten shareholders and changes happened during the financial year along with the reason of changes to be specified.

E. Shareholding of Directors and Key Managerial Personnel

Details of KMP and Directors shareholding and changes happened during the financial year along with the reason of changes to be specified.

F. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment to be specified with the split of principal amount, Interest due but not paid and Interest accrued but not due as on the beginning of the financial year and as at the end of the financial year along with the changes during the period.

VII

Details Of Members, Debenture Holders And Other Securities Holder

Ledger folio number, name of the shareholder along with joint shareholder name, type of share, number of share, amount per share, date of becoming member and full address to be given for every individual share holders.

Information shall be furnished in separate sheet or in electronic mode as per the format

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 registration of transfer, type of security, Name and ledger folio number of transferor, Name and ledger folio number of transferee.

Information shall be furnished in separate sheet or in electronic mode as per the format

IX

Promoters/Directors / Key Managerial Personnel And Changes Therein

(i)Promoter

Promoters details to be provided.

(ii) Details of Directors

Composition of Board of Directors shall be given with a break up of promoter, Non-Promoter and Nominee Directors along with their category like Independent, Non-Executive etc to be specified as on the date of beginning and end of the year.

Details of the director to be given individually along with the details of Directorships in other companies and changes therein happened during the financial year.

KMP details to be specified separately followed by providing the details of Company Secretary, Chief Financial Officer of the company.

X

Meetings Of Members/Class Of Members/Board/Committees Of

The Board Of Directors

A.Members/Class Requisitioned/NCLT/Court Convened Meetings

Type of the meeting, total number of members entitled to attend the meeting and attendance in number to be specified separately for each meeting.

B.Board Meetings

Date of meeting, total no of directors on the date of meeting and number of directors attended details to be provided.

C.Committee Meeting

Date of meeting, total no of members in the committee on the date of meeting and number of members attended details to be provided.

 Separate sheet to be attached for each Committee

D. Attendance Of Directors

Name of the director, number of board meeting and committee meeting attended by him should be specified separately along with the details of his/her attendance in the last AGM.

XI

Remuneration Of Directors And Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Gross Salary along with the break up to be given for the remuneration paid to Managing Director, Whole-time Directors and/or Manager with the ceiling limit of remuneration payable under the CA, 2013 to be given.

B. Remuneration to other directors

Remuneration paid in the form of sitting fee, commission etc to the Independent Directors and non-executive directors to be shown separately with the ceiling limit available under the CA, 2013.

C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

Remuneration payable to KMP like CEO, CS and CFO to be given separately along with the perquisites.

XII

Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

Details of penalty, punishment and Compounding given/done by the company/Directors/Other officers in default should be given separately along with the details of case and appeal if any made.

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 thereunder shall be specified with the descriptttion of the event, date of event, due date of filing, date of filing of form with SRN, authority to which it is filed along with the reasons of delay in filing to be put in.

B. Disclosures

Date of closure of member/debenture register along with the date of date of closure, purpose of closure, date of public notice and no of days the register was closed details to be provided.

Declaration of Dividend – Interim/Final details along with the date of declaration, percentage of Dividend declared and dividend per share.

Delisting of Shares /Securities, if any with the details of stock exchange where shares are delisted.

Change in Nominal Value of Shares like sub-division or consolidation of shares.

Particulars of intercorporate loans, investments,   etc

Contracts or arrangements in which directors are

interested / related party transactions

Details of resolutions passed by postal ballot

XIV

Details in respect of shares held by or on behalf of the FII’s.

Name of the FII’s with address, country of incorporation along with percentage of shareholding to be disclosed.

XV

Other Disclosures

Corporate Social Responsibility

Amount spent by the company during the financial year in pursuance of its Corporate Social Responsibility policy and The amount spent as percentage of the average net profits of the company made during the three immediately preceding financial years to be disclosed.

Limits under 186(2) [loan and investment by company] and 180(1)(c) [restrictions on powers of board]with brief descriptttion to be specified.

The Company has to specify the details of appointed/re-appointed Chartered Accountant as the Auditor of the Company at the annual general meeting.