The compliance requirement for Private Limited Company has changed drastically over the years. Following is the summary of the private limited company compliance due dates in 2021.
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Compliance | Description |
Commencement of business ( within 180 days) | For companies registered in India after November 2019, having a share capital, it is necessary to obtain a commencement if business certificate before commencing any business or exercising the borrowing powers. The commencement of business certificate must be obtained within 180 days of incorporating a Company. In case the individual fails to obtain this certificate, there is a penalty of Rs. 50,000 for the company Rs. 1000 per day for the directors for each day of default. |
Auditor Appointment (Within 30 days) | All registered Indian Companies must appoint a Statutory auditor within 30 days of incorporation. If the company fails to appoint an auditor, the company won’t be allowed to commence business. Also, there is a penalty of Rs. 300 per month. |
Income Tax Return | Income tax returns need to be filed on or before 30th September 2021 for the Financial year 2020-21. |
MCA Form AOC-4 | The registered private limited companies must file MCA Form AOC-4 on or before 30th November 2021 for the FY2020-21. Failure to file AOC-4 will attract a penalty of Rs. 200 per day of default or delay. |
MCA Form MGT-7 | It is necessary to file MCA form MGT-7 on or before 31st December 2021 for FY2020-21. Failure to file MGT-7 attracts a penalty of Rs.200 Per day of default or delay. |
DIN eKYC | All the directors of the company must be filed for the DIN eKYC or DIR-3 eKYC. In DIR-3 eKYC, the Director must provide a unique personal mobile number and a personal email address. There’s a penalty of Rs. 5000 in case of failure to file DIN eKYC. |
Hold Annual General Meeting | For a private limited company, it is mandatory to hold an annual general meeting once a year. Companies are required to keep their AGM within six months from closing the Financial year. |
Director’s report | Preparation of the Directors report will be done with all the information required under Section 134. |
The statutory audit compliances are carried to determine whether an organization provides accurate details of the financial position by examining the bank balances, bookkeeping records, and financial transactions.
• A statutory auditor of the company is appointed.
• The auditors of the company will finalize annual accounts.
The Private Limited Companies must file the annual accounts and returns disclosing the details of its shareholders, directors, etc., to the companies’ registrar.
As a part of the annual filing, the following forms are to be filed with the ROC:
Form MGT-7 (Annual returns) must be filed within 60 days of holding the annual general meeting.
Form AOC-4 (Financial statements) is to be filed by a private limited company within 30 days with the balance sheet and the statement of profit and loss account and Director report.
It is necessary to hold a meeting of the shareholders once every year within six months from the financial year’s closing.
AGMs are held for approval of financial statements, declaration of dividends, appointment or re-appointment of auditors, commission, remuneration of directors, etc.
The meeting is held during business hours on a day that is not a public holiday. It shall occur at the registration of the company or the city, village, or town in which the registered office is situated.
It is mandatory to conduct the first meeting of the Board of Directors of a company within 30 days of incorporation of the company.
There should be four board meetings held every three months in which a minimum of 2 directors or 1/3 rd of the total number of directors, whichever is greater, are required to be present.
Further, the meeting’s discussion needs to be drafted and recorded in the minutes of the meeting and maintained at the company’s registered office.
A notice should be intimidated seven days in advance about the date and the purpose of the meeting.
The Director has to disclose details about his directorship in other companies every year. This can be done by giving a declaration in writing to the company every year.
• Quarterly payment of the advance tax
• Filing of the Income Tax returns
• Tax audit (mandatory in case the turnover or gross receipts of a business exceeds Rs. One crore in the previous year relevant to the assessment year.
• Filing of the Tax Audit report.
Besides the annual filings, there are various other compliances that need to be compiled with on occurrence of any event in the company.
Here are specific instances of such events:
• Change in the authorized capital or the paid-up capital of the company.
• Allotment of new shares or transfer new shares
• giving loans to other companies
• giving loans to directors
• Appointment of managing or whole-time Director and their payment
• when a bank account is opened or closed, or there is a change in the signatories of a bank account.
• if there is an appointment or change of the statutory auditors of the company
It is necessary to file different forms with the registrar for all such events within a specific period. In case of missing out on this, additional fees or penalties might be levied. Hence, it is necessary to meet such compliances on time.
In case if a company fails to comply with the rules and the regulations of the Companies Act, then the company and its members who default shall be punishable with a dine for the period of which the default is continuing.
In case there is a delay in annual filing, additional fees are required to be paid. Hence, it is always better to fulfill the compliances on time.
Your company will be assigned a dedicated Compliance Manager who will be a single point of contact to help you maintain the compliance for your company. You can get in touch with your Compliance Manager at any time and get assistance on matters related to your Company’s compliance.
All companies are required to maintain accounts and prepare financial statements at the end of each financial year. Our Compliance Manager will help your company maintain accounts and will prepare the financial statement for your business at the end of financial year.
Companies are required to conduct a minimum of four board meetings, an annual general meeting, Directors Report and Annual Report each financial year. Our Compliance Manager will help you prepare minutes of board meetings and create all secretarial reports.
Annual General Meeting should be held by a company within 6 months from the end of that financial year. And MCA annual return must be filed on or before September 30th. Our Compliance Manager will prepare all the documents and file your company’s MCA annual return.
Income tax return of a company must be filed irrespective of income, profit or loss. Hence, even dormant companies with no transactions are required to file income tax return each year. Our Compliance Manager will prepare all the documents and file your company’s income tax return.
RELATED GUIDES
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Form ADT-1 is filed by every company to intimate the Registrar of Companies regarding the appointment of an auditor.
Before the establishment of the companies act a company auditor was required to file Form 23B, immediately after receiving the appointment lette, from the concerned company. E-form 23B has to be filed within 30 days from the date of receiving the appointment letter. With the introduction of Companies Act 2013, the procedure and responsibility of filing auditor appointment with the registrar of companies are changed.
According to Section 139(1) of the new companies act 2013, a company informs the auditor of appointment and simultaneously a notice of such appointment has to be filed with the registrar of companies in 15 days of the meeting in which the auditor is appointed. As mentioned in the rules, such notice of the auditor appointment has to be filled in form ADT-1.
Under the companies act 1956, an auditor was required to file Form 23B with Rs. 300 as filing fee with ROC. Now the responsibility of filing new form ADT-1 has been shifted from the auditor to the company.
From the financial year 2014-15, a company has to file form ADT-1 after appointing the auditor in the meeting. The previous time limit allowed was 30 days for filing form 23B, has been changed in the new companies act 2013 to 15 days from the date of the meeting in which the auditor has been appointed.
Filing of form ADT-1 is not mandatory for the first auditor if a company’s auditor is appointed for the first year after its incorporation. The requirement of filing form ADT-1 is mentioned in Section 139(1) of the Companies Act 2013.
Filing of Form ADT-1 applies to all types of companies that are listed or not listed or private or public except in the cases of the first auditor. While filing AOC-4, the individual is required to mention the SRN of Form ADT-1. If ADT -1 is filed, then enter the SRN of that form.
Form ADT-1 has to be filed with the Registrar of Companies within fifteen days of the meeting after the appointment of the auditor. If the company’s AGM was held on 30th September, then Form ADT-1 has to be filed by 15th October.
The mandatory details that have to be obtained from an Auditor are
• Category of Auditor (Individual or Firm)
• Income Tax permanent account number of auditor
• Membership Number of auditor/ FRN
• Address of the Auditor
• Email ID of the Auditor
• Period of account for which appointed mentioning the number of financial years.
• Date of Appointment and Date of AGM
• Tenure of the previous appointments of the auditor or auditor’s firm or its member of the same company.
• Additional details for the casual vacancy
• SRN of ADT-3
• Membership number/ FRN of the auditor who has vacated
• Date of the casual vacancy
• The reason for the casual vacancy
The following documents have to be affixed with Form ADT-1.
• Company’s Board resolution copy
• Written consent from the auditor to make such appointment
• A certificate from the auditor stating that the individual is not disqualified from being appointed as an Auditor according to Section 141
• A copy of the intimation that is sent by the company to the auditor
The filing fee for Form ADT-1 with the registrar of companies is given below.
S.No. | Nominal Share Capital of the Company | Fee (in rupees) |
1 | Less than 1,00,000 | 200 |
2 | 1,00,000 to 4,99,999 | 300 |
3 | 5,00,000 to 24,99,999 | 400 |
4 | 25,00,000 to 99,99,999 | 500 |
5 | Above1,00,00,00 | 600 |
6 | Companies that do not have Share Capital | 200 |
The Ministry of Corporate Affairs has re-introduced the concept of commencement of business certificate. Under the newly introduced.The companies hall companies registered in India after the commencement of the Companies (Amendment) Ordinance, 2018 and having a share capital is required to obtain commencement of business certificate before commencing any business or exercising any borrowing powers. Since The Companies (Amendment) Ordinance 2018 was introduced in November 2nd 2018, any company incorporated after November 2018 would be required to obtain Commencement of Business Certificate.
The commencement of business certificate must be obtained within 180 days of incorporation of the company. While filing the application for commencement, each of the Directors of the company must declare that every subscriber to the memorandum as paid the value of the shares agreed to be taken by him/her on the date of the making of such declaration
I am authorized by the Board of Directors of the Company vide resolution number ______ dated________ to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:
The penalty for non-compliance is very high as under:
Any company that does not obtain commencement of business certificate within 180 days ofincorporation will be liable for payment of a penalty of Rs.50,000.
Each of the Directors who have defaulted would be liable for payment of a penalty of Rs.1000 per day of default upto a maximum of Rs.1 lakh.
Also, after 180 days of incorporation, if the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he/she may initiate action for the removal of the name of the company from the register of companies (i.e.Company strike off)
The Government fee for obtaining Commencement of Business Certificate is as below:
S.No. | Nominal Share Capital of the Company | Fee (in rupees) |
1 | Less than 1,00,000 | 200 |
2 | 1,00,000 to 4,99,999 | 300 |
3 | 5,00,000 to 24,99,999 | 400 |
4 | 25,00,000 to 99,99,999 | 500 |
5 | Above1,00,00,00 | 600 |
6 | Companies that do not have Share Capital | 200 |
Due to the unfortunate situation of many people affected directly or indirectly to the Corona Virus across the globe, many countries have implemented lock down situation to prevent spreading of the virus. This has ultimately hit the economy for India as well as for other countries. To retain financial stability during this situation the Ministry of Corporate Affairs (MCA) waived off the filing fee of Rs.5000 and Rs.10,000 for the DIN holders who have not filed DIN-3 KYC OR DIN-3 eKYC. The MCA implemented this wave-off through General Circular N0.11 on 24th March 2020 and through General Circular No. 12 on 30th March 2020. This wave-off of filing fee shall apply for the following only if:
• The status of the DIN holders marked as ‘Deactivated’ for non-filing DIN-3 KYC OR DIN-3 eKYC and
• The status of the Companies whose compliance has been marked as ‘Active non-compliant’ for not filing Active Company Tagging Identifies and Verification (ACTIVE) e-form.
NOTE: The wave off period for the filing fee of Rs.5000 and Rs.10,000 shall apply only between 1st April 2020 to 30th September.
The Ministry of Corporate Affairs has recently notified that it would be conducting KYC (Know Your Customer) verification for Directors of all companies through a new eForm DIR-3 KYC. By filing DIR-3 eKYC form the Director would have to provide a unique personal mobile number and personal email address which would both be verified with an OTP code.
In case you need to complete DIN eKYC filing, please get in touch with an Advisor at sales@legaservconsultant.in
The MCA has recently announced the DIN eKYC process for the year 2019. Director KYC for 2019 will be due on 30th September 2019. Further, those who had last year submitted the DIN KYC form can complete the process using a simple web form in minutes. The copy of the notification is attached below for reference:
As per update on 30th September 2019, the Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2019 have been notified where the last date for submitting DIR-3 KYC is extended till 14th October 2019. The excerpts from notification is provided below:
“Note: For the financial year ending on 31st March,2019, the individual shall submit e-form DIR-3 KYC or web form DIR-3 KYC-WEB, as the case may be, on or before the 14th October, 2019.”
The exact notification from MCA is provided below:Also, there is another notification called “Companies (Registration Offices and Fees) Fifth Amendment Rules, 2019″ mentions that there is no shall be payable till 14th October 2019 for the financial year ended on 31st March 2019. The excerpts from notification is provided below:
*Note: For the financial year ended on 31st March, 2019, no fee shall be payable in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service till 14th October, 2019.”
The exact notification from MCA can be accessed below:
As per update on 26th July 2019, the Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2019 have been notified with effective from 25th July 2019. The exact notification from MCA is provided below:
As per the said notification:
i) eForm DIR-3 KYC is to be filed by an individual who holds DIN and is filing his KYC details for the first time or by the DIN holder who has already filed his KYC once in eform DIR-3 KYC but wants to update his details.
ii) Web service DIR-3-KYC-WEB is to be used by the DIN holder who has submitted DIR-3 KYC eform in the previous financial year and no update is required in his details.
Stakeholders may plan accordingly.
The MCA has now allowed for filing of DIN eKYC with a reduced penalty of Rs.500 upto 5th October 2018 as a last chance for defaulting Directors. The respective notification is reproduced below:
As you are aware the last date for filing form DIR-3 KYC without fee has expired on 15th September 2018. The process of deactivating the non-compliant DINs has since been completed and their status has been updated as ‘Deactivated due to non-filing of DIR-3 KYC’. However, the non-compliant DIN holders may file DIR-3 KYC with a fee of Rs.500 (Rupees
Five Hundred Only) from 21st September till 5th October 2018(both days inclusive) to get their DINs reactivated. From 6th October 2018 onwards, a fee of Rs.5000 (Rupees Five Thousand Only) becomes payable for reactivation.
The MCA notification with respect to the implementation of DIR-3 eKYC form is reproduced below for reference:
“As part of updating its registry, MCA would be conducting KYC of all Directors of all companies annually through a new eform viz. DIR-3 KYC to be notified and deployed shortly. Accordingly, every Director who has been allotted DIN on or before 31st March, 2018 and whose DIN is in ‘Approved’ status, would be mandatorily required to file form DIR-3 KYC on or before 31st August, 2018. While filing the form, the Unique Personal Mobile Number and Personal Email ID would have to be mandatorily indicated and would be duly verified by One Time Password (OTP). The form should be filed by every Director using his own DSC and should be duly certified by a practising professional (CA/CS/CMA). Filing of DIR-3 KYC would be mandatory for Disqualified Directors also.
After expiry of the due date by which the KYC form is to be filed, the MCA21 system will mark all approved DINs (allotted on or before 31st March 2018) against which DIR-3 KYC form has not been filed as ‘Deactivated’ with reason as ‘Non-filing of DIR-3 KYC’. After the due date filing of DIR-3 KYC in respect of such deactivated DINs shall be allowed upon payment of a specified fee only, without prejudice to any other action that may be taken.”
DIR-3 eKYC form would have to be filed by all Directors who have been allotted a DIN on or before 31st March 2018. The date for allotment of DIN can be ascertained from the DIN allotment letter.
The DIN eKYC form must be filed using the Directors own DSC (Digital Signature) and should be certified by a practising Professional like Chartered Accountant , Company Secretary or Cost Accountant.
The Ministry of Corporate Affairs has fixed 15th September 2018 as the due date for filing DIR-3 eKYC form. If DIN eKYC is not completed on or before the due date, the MCA system will automatically deactivate those DINs for which the form is not filed. In such cases, the system will show the message that DIN was deactivated for ‘Non-filing of DIR-3 KYC’.
If a DIN is deactivated for non-filing of DIN eKYC form, it can be reactivated by paying a penalty (to be announced) and by filing DIR-3 eKYC form.
Note: The due date for filing DIN eKYC was changed from 31st August to 15th September by the Government.
Directors of companies that have continuously not filed company annual return for 3 years have recently been disqualified by the MCA. The MCA has provided an opportunity for reactivating such companies through the condonation of delay scheme
Even such Directors who have been disqualified by the MCA are required to file DIN eKYC to update their email and phone number on MCA record. Failure to file DIR-3 eKYC form by disqualified Directors will also lead to an additional penalty of Rs.5000.
Form DIR-3 and DIR-3 eKYC will be separate forms:
The main purpose of the DIR-3 form is to apply for obtaining Director Identification Number. Any individual who is an existing director or intending to be appointed as the Director of an existing company would be required to file DIR-3 form to obtain DIN. One person can have only one DIN.
Recent changes to the company incorporate process has made DIR-3 form not applicable for obtaining DIN during new company incorporation, as DIN is automatically issued under SPICe Form.
DIR-3 eKYC form will be a new form that is different from the DIR-3 form. While the DIR-3 form is used to generate DIN, DIR-3 eKYC form would be used to complete eKYC procedure each year. Further, it can be ascertained from the MCA notification that DIR-3 eKYC form would have to be filed every year as the notification states “MCA would be conducting KYC of all Directors of all companies annually through a new eform viz. DIR-3 KYC to be notified and deployed shortly.”
DIR-3 eKYC Form – Page 1
DIR-3 eKYC Form – Page 2
DIR-3 eKYC Form – Page 3
DIR-3 eKYC Form – Page 4
DIR-3 eKYC Form – Page 5
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AOC-4
The financial statements of a company must be filed with the Ministry of Corporate Affairs every year. The MCA form for filing financial statements is AOC-4. Hence, Form AOC-4 is submitted with the MCA for each Financial Year within 30 days of a company’s annual general meeting. Along with AOC-4 form, the documents such as Board’s report, Auditors’ report, Statement of subsidiaries in Form AOC-1, details of CSR policy etc. are filed. AOC-4 must be certified by a practising Chartered Accountant or Company Secretary. In this article, we look at the procedure for filing AOC-4 in detail.
Documents to Be Filed in AOC-4
Financial Statements of a company includes Balance Sheet, Profit and Loss Account, Cash Flow statement (if applicable), statement of change in equity (if applicable) and any explanatory notes annexed to the financial statements. Financial statements along with Board Report must be filed for all companies registered in India Private limited company,One Person Company, Limited Company, Section 8 Company, etc.,) to provide the Shareholders, Government, Stakeholders and the Public a broad financial picture of the affairs of the company during a financial year.
The following is the complete list of documents that must be filed with AOC-4:
Filing of Form AOC-4
Financial Statements of a company are required to be filed with the Registrar along with Form AOC-4 every year for each Financial Year. All the attachments including financial statements uploaded with Form AOC-4 must be signed as per the requirement of the Companies Act 2013. SD copies are not acceptable in case of AOC-4, hand signed copies are only accepted.
In case of the companies covered under XBRL requirement under the Companies (Filing of documents & Forms in Extensible Business Reporting Language) Rules, 2015, the financial statements must be uploaded on MCA portal in XBRL format. The following class of companies are required file their financial statements and other documents in e-Form AOC-4 XBRL on or after 1st April 2014:
Due Date for Filing AOC-4
All companies registered in India are required under the Companies Act, 2013 to file a copy of financial statements, including all the documents which are required to be or attached, duly adopted at the annual general meeting of the company, within thirty days of conducting an Annual General Meeting. Since, One Person Company does not have an Annual General Meeting, One Person Company must file a copy of the financial statements duly adopted by its member, within 180 of closure of the financial year.
If the annual general meeting of a company for any year has not been held, the financial statements along with the documents required to be attached, duly signed along with the statement of facts and reasons for not holding the annual general meeting should be filed with the Registrar within 30 days of the last date before which the annual general meeting should have been held.
Due Date for 2019
For the financial year ending 31-03-2019, the due date for filing e-forms of AOC-4, AOC (CFS), AOC-4 XBRL has been extended till 31st December 2019. The respective notification can be accessed here:
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Due Date for 2019 – Applicable only to UT of J&K and Ladakh
Considering the requests from various sections belong to the newly formed Union territories of Jammu & Kashmir and Ladakh, the due date for filing financial statements of the company (without penalty) has been further extended to 31st March 2020 for the financial year ended 31st March 2019 due to the disturbances in internet services. This is applicable to e-forms of AOC-4, AOC-4 (CFS) AOC-4 XBRL and e-form MGT-7. The notification can be accessed here:
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Government Fee for Filing AOC-4
The Government fee for submitting Form AOC-4 on or before the due date is as follows:
Company’s Nominal Share Capital |
Government Fee |
Upto Rs.1 lakh |
Rs.200 |
Rs. 1 lakh to Rs. 5 lakhs |
Rs.300 |
Rs. 5 lakhs to Rs. 25 lakhs |
Rs.400 |
Rs. 25 lakhs to Rs. 1 crore |
Rs.500 |
Rs. 1 crore and more |
Rs.600 |
For companies not having nominal share capital, the government fee for filing Form AOC-4 is Rs.200.
Penalty for Late Filing AOC-4
If a company fails to file AOC-4 along with a copy of the financial statements before the due date, the company will be punishable with fine of one thousand rupees for every day during which the failure continues up to a maximum amount of Rs.10 lakhs. Further, the Managing Director, Directors and the Chief Financial Officer of the company, could be punished with imprisonment for a term which may extend to six months or with fine which will not be less than Rs.1 and upto Rs.5 lakhs.
In addition to the above penalty, the Government fee for filing AOC-4 would also be increased as follows:
Number of Days Delayed | Penalty Amount for Late Filing |
Up to 30 days | 2 times of normal filing fees |
More than 30 days and up to 60 days | 4 times of normal filing fees |
More than 60 days and up to 90 days | 6 times of normal filing fees |
More than 90 days and up to 180 days | 10 times of normal filing fees |
More than 180 days and up to 270 days | 12 times of normal filing fees |
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Form MGT-7 – Annual Return
Form MGT-7 must be filed by all companies registered in India every year. Form MGT-7 is the form for filing annual return by a company. The due date for filing MGT-7 is 60 days from date of Annual General Meeting The due date for conducting annual general meeting is on or before the 30th September following end of a financial year. Hence, the due date for filing form MGT-7 is normally the 29th of November. In this article, we look at the procedure for filing Form MGT-7 in detail.
Penalty for Not Filing MGT-7
The MGT-7 has been significantly increased in 2018 to Rs.100 per day of default. Hence, please ensure all MCA annual return or income tax return is filed before due date at the earliest.
Due Date for 2019
For the financial year ending 31-03-2019, the due date for filing e-forms of AOC-4, AOC (CFS), AOC-4 XBRL has been extended till 31st December 2019. The respective notification can be accessed here:
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Due Date for 2019 – Applicable only to UT of J&K and Ladakh
Considering the requests from various sections belong to the newly formed Union territories of Jammu & Kashmir and Ladakh, the due date for filing financial statements of the company (without penalty) has been further extended to 31st March 2020 for the financial year ended 31st March 2019 due to the disturbances in internet services. This is applicable to e-forms of AOC-4, AOC-4 (CFS) AOC-4 XBRL and e-form MGT-7. The notification can be accessed here:
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Information Filed in Form MGT-7
In Form MGT-7, the company would have to declare the following information pertaining to the financial year for which the form is filed:
To prepare and file form MGT-7, various financial and operation information pertaining to the financial year would be required. Hence, before preparing MGT-7 a copy of audited financial statement of the company would be required.
Documents Filed in Form MGT-7
The following documents must be filed with Form MGT-7:
Signing MGT-7
Form MGT-7 of a small company or a one person company must be signed by the Director of a company using a class 3 digital signature or a company secretary in practice.
Section 92 of Companies Act
Section 92(1) of the Companies Act deals with the filing of MGT-7 or company annual return. Section 92 is reproduced below for reference:
Section 92(1): Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding—
(a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
(b) its shares, debentures and other securities and shareholding pattern;
(c) its indebtedness;
(d) its members and debenture-holders along with changes therein since the close of the previous financial year;
(e) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees along with attendance details;
(g) remuneration of directors and key managerial personnel;
(h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
(i) matters relating to certification of compliances, disclosures as may be prescribed;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and
(k) such other matters as may be prescribed, and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice:
Provided that 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.
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