Annual Filing – 2015
under
Companies Act, 2013
CS Manish Gupta
Notice of AGM
AGM
Filing of Forms &
Returns
MGT 14
MGT 15
ADT 1 &
ADT 3
AOC 4,
AOC4
XBRL
MGT 7,
MGT 8
DIR 12
Notice of AGM
Notice of Meetings - Section 101, Rule 18 & SS – 2

21 Clear Day notice (2 days + 2 Days)

Shorter Notice – consent of 95 % of members in writing or in
electronic mode – Consent to be received atleast One day in
advance.

Notice in writing for every meeting to every member, Directors,
Auditors, Secretarial Auditors & Debenture Trustees and other
specified persons.

Notice by Hand, Ordinary Post, Speed Post, Regd. Post, Courier,
facsimile, email or by any other e-means; E-voting / Postal Ballot Notice by Speed Post, Regd. Post, Courier, email not by Ordinary
Post;
CS Manish Gupta, Practising Company Secretary
Notice of Meetings - Section 101, Rule 18 & SS – 2

Notice to specify day, date, time and full address of venue including
Route Map and Prominent Landmark for easy location.
 Amendment to the Notice to comply 21 clear days.
 Attendance Slip and Proxy Form to accompany.
 Duly convened meeting shall not be postponed or cancelled.
 Notice shall be hosted on the website, if any.
CS Manish Gupta, Practising Company Secretary
Annual General Meeting
CS Manish Gupta, Practising Company Secretary
Annual General Meeting
Requisites of AGM:
AGM shall be held during Business Hours (9 am to 6 pm)
excluding National Holiday;

Proxy Form must be verified and it shall be in Form MGT 11.
Proxy to be deposited not later than 48 hrs. before meeting
 Requisite Quorum must be present:
 Upto 1000 members – 5 members; 1001-5000 members – 15
members;
 5001 or more members – 30 members.
 Pvt. Co. - 2 members.

Quorum shall be present throughout the meeting (Para 3.1, SS2);

 If quorum not present at adjourned meeting in half an hour –
members present not less then 2 will form the Quorum.
CS Manish Gupta, Practising Company Secretary
Annual General Meeting
Requisites of AGM:
 Adjourned sine-die or for 30 days or more – Fresh Notice.
 Adjourned for less then 30 days – 3 days Notice / Advertisement.

Directors should be present at the AGM. If director unable to attend
the meeting, the Chairman shall explain the reason for such absence.

Auditors / Secretarial Auditors shall attend unless exempted.

Authorised Representative of Auditors / SA shall be PCA /PCS.
CS Manish Gupta, Practising Company Secretary
Filing of Resolution
(MGT. 14)
CS Manish Gupta, Practising Company Secretary
Filling of Form MGT. 14
I.
Special Resolution(s), if any passed in AGM.
II. Resolution of Board relating to approval of Financial
Statement and Board Report.
III. However, Pvt. Limited Companies are exempted from
Filing of resolution(s) passed under section 179(3) vide
MCA notification dated 5th June, 2015.
Filling of Form MGT. 15
Proceedings of AGM for Listed Companies (30 days)
CS Manish Gupta, Practising Company Secretary
Form ADT. 1
&
Form ADT. 3
CS Manish Gupta, Practising Company Secretary
Form ADT - 1
When it is required to be filed:
 First Auditors
 Appointment of Auditors in General Meeting.
 Ratification of appointment of Auditors.
 Government Companies
CS Manish Gupta, Practising Company Secretary
Form ADT - 1
Content of E-Form ADT-1
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Whether company is falling under any class of companies u/s 139(2)
Whether joint auditors have been appointed
Category of Auditor
Income Tax PAN of auditor or auditor’s firm
Name of the auditor or auditor’s firm
Membership Number of auditor or auditor’s firm’s registration number
Address of the Auditor or auditor’s firm
Period of account for which appointed
Number of financial year(s) to which appointment relates
Whether the appointment of auditor is within the limits of twenty
companies as specified in sub section 3(g) of section 141
Whether auditor(s) has been appointed in the annual general meeting
(AGM) - If yes, date of AGM
Date of appointment
CS Manish Gupta, Practising Company Secretary
Form ADT - 1
Content of E-Form ADT-1
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Whether auditor is appointed due to casual vacancy in the office of
auditor
Specify the SRN of relevant form
Person vacated the office
Mention the membership number of auditor or Registration number of
auditor’s firm who has vacated the office
Mention the date of such vacancy
Reasons of the casual vacancy
Due Date of Filing
Within 15 days from the date of appointment.
Person signing the form
Director
CS Manish Gupta, Practising Company Secretary
Financial Statement
(AOC 4)
CS Manish Gupta, Practising Company Secretary
Financial Statement Section 2(40)
P&L / I&E
Balance
Sheet
CFS
Financial
Statement
Expl. Statement
/ Annexures,
Notes, etc.
Statement of
Changes in
Equity
CS Manish Gupta, Practising Company Secretary
Signatories to Financial Statement
One Person
Company
Other
Companies
• Any One Director
• Chairperson or Two
Directors;
• CEO, if Director;
• CFO
• Company Secretary
CS Manish Gupta, Practising Company Secretary
Due date of filing of FS (Section 137)
Adopted Financial Statement
• Within 30 days from the date of AGM
Not Adopted at AGM or AGM not held
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Un-adopted, within 30 days
Registrar to register as provisional
Fresh filing on adoption at Adjourned AGM
AGM not held – File with reasons in 30 days
One Person Company – 180 days
CS Manish Gupta, Practising Company Secretary
Filling of Form AOC 4
 General Information of the Company
Authorised Capital / No. of
members
Pre-filled – Want to Change – First file SH. 7 or
get master data updated.
CIN – Click Pre-fill Button
Company must be active.
Name, Address, E-mail ID
Pre-filled, New mail ID can be updated.
Financial Year
Starting date may be post 1st April, FY should be
as per CA, 2013
Date of BM, where financial Original or Adjourned, if any
are approved.
Nature of Financial Statement
Provisional / Adopted / Re-opening/ Revised
CS Manish Gupta, Practising Company Secretary
Filling of Form AOC 4
 General Information of the Company
Details of signatories of
financial statements
DIN / PAN of Signatories must be associated
with Company - Filing must be up-to-date.
Whether the company has a
subsidiary Company.
Based on the number entered, maximum 20
blocks would be enabled.
In case CIN is not available, enter the name
manually.
Details of the Auditors
Number of Auditors, Name, PAN, Category,
Address, SRN of ADT. 1, etc.
Type of Industry
Commercial & Industrial (C&I)
Banking Company
Insurance Company
Power Company
NBFC registered with RBI
CS Manish Gupta, Practising Company Secretary
Filling of Form AOC 4
Part B:
I. Balance Sheet
II. Detailed Balance sheet items
A. Details of long term borrowings (unsecured)
B. Details of short term borrowings (unsecured)
C. Details of long term loans and advances (unsecured, considered
good)
D. Details of long term loans and advances (doubtful)
E. Details of trade receivables
III. Financial parameters - Balance sheet items (Amount in Rupees) as
on financial year end date.
IV. Share capital raised during the reporting period (Amount in
Rupees)
V. Details related to cost records and cost audit.
CS Manish Gupta, Practising Company Secretary
Filling of Form AOC 4
Segment II: Information & Particulars in respect of P&L
I. Statement of Profit and Loss
II. Detailed Profit and Loss items (Amount in Rupees)
A. Details of earning in foreign exchange
B. Details of expenditure in foreign exchange
III. Financial parameters - Profit and loss account items (Amount in
Rupees) during the reporting period.
IV. Details related to principal products or services of the
company - Turnover of the product or service category (in Rupees)
- Turnover of highest contributing product or service (in Rupees)
ITC: Ministry of Commerce & Industry,
NPCS: Ministry of Statistics & Programme Implementation
CS Manish Gupta, Practising Company Secretary
Filling of Form AOC 4
Segment III: Reporting of CSR
 Average net profit of the company for last three financial years.
 Prescribed CSR Expenditure (2 % of the amount as in item 1 above)
 Total amount spent on CSR for the financial year.
 Amount spent in local area
 Manner in which the amount spent during the financial year.
 Product or activity
 Sector
 State
 District
 Budget
 Amount spent on project
 Admin Overhead
 Give details (name, address and email address) of implementing
agency(ies)
CS Manish Gupta, Practising Company Secretary
Filling of Form AOC 4
Segment IV: Disclosure about RPT
Bifurcation of Arms Length Transactions & transactions not at arm’s
length basis
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Name(s) of the related party
Nature of relationship
Nature of contracts/ arrangements/ transactions
Duration of the contracts / arrangements/ transactions
Date of approval by the Board
Amount paid as advances, if any
Date of SR passed in general meeting under section 188 (only for
transactions not at arm’s length basis).
CS Manish Gupta, Practising Company Secretary
Filling of Form AOC 4
Segment V: Auditors Report
Segment V: Miscellaneous

Whether the Secretarial Audit is applicable

Whether detailed disclosures with respect to Directors’ report under
sub-section (3) of section 134 is attached
CS Manish Gupta, Practising Company Secretary
Attachments
(AOC 4)
Financial
Statement
CSR Policy
Directors’
Report
Auditors
Report
AOC 1 &
AOC – 2
Secretarial
Auditors
Report
CS Manish Gupta, Practising Company Secretary
Annual Return
CS Manish Gupta, Practising Company Secretary
Annual Return – MGT. 7
General
Information:
Applicable to
all the
Companies
Information
upto close of
FY not AGM.
Extracts to be
part of Board
Report.
CS Manish Gupta, Practising Company Secretary
Summary - Contents Annual Return – MGT. 7
Registration &
Other Details
Principal
Business
Activities
Subsidiaries /
Associates / JV
Share Capital &
Transfer
Directors &
KMP
Shareholding
Pattern
Turnover & Net
worth
Indebtedness
Meeting Details
Remuneration
Certification on
Compliances
Penalties, etc.
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
1.
Registration & Other Details:

PAN of the Company (Mandatory)

CIN / GLN

Name of Company, Registered Office , Date of Incorporation, Type of
Company, Category of Company (Pre-fill).

Email ID, Telephone (mandatory – Pre-filled), Changed – make the
changes.

Having Share Capital – Yes /No

Listed – Yes / No

Financial Year

Details of AGM – Date, Due Date, Extension, if any.

CIN of Registrar & Transfer Agents
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
2. Principal Business Activities:

Number of Business activities (Max. 10 rows).
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
3. Particulars of Holding, Subsidiaries, JV & Associate Cos.:
Contents of Annual Return….
4. Share Capital, Debenture or other securities of the Company:

Share Capital: Equity, Preference, Unclassified, Brake-up

Details of Stock split, consolidation (Each Class of Shares)

Details of shares/Debentures Transfers since closure date of last
financial year (more than 10- Separate Sheet / CD).

Date of Previous AGM

Date and number of Registration of Share Transfer

Indebtedness including debentures (Outstanding as at the end of
financial year).
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return….
5. Turnover and Net Worth of the Company:
 Turnover as per section 2(91)
 Net worth as per section 2(57) of the CA,
2013
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
6. Shareholding Pattern (For Listed Companies)

Promoters (Indian / Foreign).

Public (Indian / Foreign) – as of now, nonpromoters will be shown as Public Shareholders,
even in case of Private Companies.
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
7. No. of Promoters, Members & Debenture holders :
 At the beginning of the year
 Additions during the year
 Cessations during the year
 At the end of the year
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
8. Details of Directors & KMPs:
 Composition of Board of Directors, % of Shares
held
 Details of directors and KMP as on the closure of
financial year
 Particulars of change in director(s) and Key
managerial personnel during the year.
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
9. Meetings of members / class of members/board/committee:

Member: Number of meeting held, Type of meeting, Date of
meeting, Total Number of Members entitled to attend meeting,
Attendance (number / % of shareholding)

Board: Number of meeting held, Date of meeting, Total Number
of Directors as on date of meeting, Attendance (number / % of
attendance – Pre-filled)

Committee: Number of meeting held, Type of meeting, Date
of meeting, Total Number of members as on date of meeting,
Attendance (number / % of Shareholding)

Attendance Details of each Director w.r.t Board Meeting,
Committee Meeting & AGM of 2015.
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
10. Remuneration of Directors & KMP:

NIL option, if no remuneration

Details of remuneration of MD / WTD / Manager.

Details of remuneration of CEO, CFO and CS.

Number of other directors whose remuneration details
to be entered.

Name, Designation, Gross salary, Commission,
Option/Sweat equity, Others, Total Amount.
Stock
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return….
11. Matters related to Certification of Compliances &
Disclosure:
 Compliance to be specified as Yes/NO
 Non-compliance to be reported in BOX Given with
reason and supporting documents.
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
12. Penalties
and Punishment thereof:

Details of penalties / punishment
company/directors /officers – If no - NIL
imposed

If imposed – Details to be provided in tabular form.

Details Of Compounding Of Offences
on
13. Whether complete list of shareholders, debenture holders
has been enclosed as an attachment – Yes / NO
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return….
14. Compliance
of Section 92(2):

In case of a listed company or

Company having paid up share capital of Rs. 10 Crores or more or

Turnover of Rs. 50 Crores or more,
Company Secretary in whole time practice to Certify the annual
return in form MGT-8.

Details of PCS certifying the annual return in form MGT-8 – Name,
Certificate of Practice Number.
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
Declaration:
I am authorized by the Board of Directors of the company vide resolution
number …………… to sign this form and declare that all the requirements of the
Companies Act, 2013 and the rules made thereunder in respect of the subject
matter of this form and matters incidental thereto have been compiled with.
I further declare that:
1. Whatever is stated in this form and in the attachments thereto is true, correct
and complete and no information material to the subject matter of this form
has been suppressed or concealed and is as per the original records
maintained by the company.
2. All the required attachments have been completely and legibly attached to
this form.
Note: Attention is also drawn to the provisions of Section 447, section 448 and
449 of the CA, 2013 which provide for punishment for fraud, punishment for
false statement and punishment for false evidence respectively.
CS Manish Gupta, Practising Company Secretary
Contents of Annual Return…
Attachments:
1. List of share holders, debenture holders;
2. Approval letter for extension of AGM;
3. Copy of MGT-8, if applicable;
4. Optional Attachment (s), if any.
CS Manish Gupta, Practising Company Secretary
Who can sign Annual Return – Section 92
One Person
Company
/ Small
Company
Other
Companies
• Company Secretary, if
any, otherwise
• Director
• Director & Company
Secretary.
• Director & PCS, if no
regular CS
CS Manish Gupta, Practising Company Secretary
Thank You
CS Manish Gupta
09212221110
manish@rmgcs.com
Vice Chairman – NIRC of ICSI
Managing Partner, RMG & Associates, Company Secretaries