Annual Returns Details
Every Private Limited Company Registration must prepare an annual return in the prescribed form as per the Companies Act of 2013. The annual returns must contain the particulars as they stood at the close of the financial year regarding the following:
Legal Structures
Registered office, principal business activities, shareholdings, subsidiaries, and associate companies
Investments
Like shares, debentures, securities, shareholding patterns, and the company’s indebtedness
Membership
Companies members and debenture-holders along with changes since the close of the previous financial year
Top Executives
Private Limited Company’s promoters, directors, and key managerial personnel, along with changes since the close of the previous financial year
Minute Meetings
Meetings of members or a class, Board and its various committees along with attendance details
Remuneration
Remuneration of directors and key managerial personnel
Penalty
Penalty or punishment imposed on the company, its directors or officers and details of compounding of offenses and appeals made against such penalty or punishment
Compliances
Matters relating to certification of compliances, disclosures as prescribed
Foreign Investments
Details, as specified, in respect of shares held by the Foreign Institutional Investors indicating the following:
- Names
- Addresses
- Countries of Incorporation
- Registration
- Percentage of shareholding held by each of them
Authorized Signatory
Matters as prescribed and signed by a director and the company secretary. If there is no company secretary, then by a company secretary in practice.
Special Cases
But in the special case of a Private Limited Company, i.e., One Person Company or a small company, the company secretary can sign the annual return. If there is no company secretary, then the company’s director.
Also Read: Company Registration
Private Limited Company: Annual Returns Certification
The annual return, filed by a listed Private Limited Company with a paid-up capital as well as the turnover as prescribed, must be certified by a company secretary in practice in the prescribed form. The certificate must state that the annual return discloses the facts correctly and adequately and that the company has complied with this Act’s provisions. An extract of the annual return must form part of the Board’s report.
Private Limited Company: Return Filing Period
Every Private Limited Company must file a copy of the annual return with the Registrar within sixty days from the date of the annual general meeting. If no annual general meeting was held in any year, then the PLC must submit a statement specifying the reasons for not holding the annual general meeting. They must also pay such or additional fees as prescribed within the specified time.
Private Limited Company: Penalty for non-submission
Suppose a Private Limited Company fails to file its annual return before the expiry of the specified period with additional fees. In that case, the company will be punishable with a fine of not less than fifty thousand rupees. This fine can also extend to five lakhs rupees. Also, every officer of the PLC who is in default will be punished with imprisonment for a term extending to six months with a fine, not less than fifty thousand rupees. The fine can extend to five lakh rupees.
Suppose a Private Limited Company secretary in practice certifies the annual return in conformity with the section’s requirements. In that case, he will be punishable with a fine not less than fifty thousand rupees but can extend to five lakh rupees.
Return filing in case Promoters’ stake changes
Every listed PLC must file a return in the prescribed form with the Registrar with respect to change in the number of shares held by promoters and top ten shareholders of such company, within fifteen days of such change.
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