COMPANY ANNUAL RETURN SECTION-92
The annual return is required to be filed by every company in Form No. MGT.7 containing all the particulars as on the closure of the financial year of the company.
An extract of all the annual returns in Form No. MGT.9 shall form parts of the board report as per section 92 of companies act,2013
PARTICULARS OF ANNUAL RETURN
The annual return must contain the following particular about the company as on the close of the financial year-
- The registered office of the company and its principal activities, details of its holding, subsidiary, and associate companies;
- All the details relating to the companies shares, debentures, other securities, and shareholding pattern of the company;
- companies indebtedness;
- all the details of company members and debenture-holders and also the changes since the close of the previous financial year;
- all the details of company promoters, directors, key managerial personnel, and changes therein since the close of the previous financial year;
- all meetings of members or a class thereof, Board and all other its various committees along with attendance ;
- details of all the remuneration of directors and key managerial personnel of the company;
- the penalty imposed on the company, its directors or officers, and full details of compounding of offenses on it.
- all matters relating to certification of compliances, disclosures as may be prescribed;
- details, in respect of shares held by or on behalf of the Foreign Institutional Investors and also their names, addresses, countries of incorporation, registration, and percentage of shareholding held by them.
SIGNING OF ANNUAL RETURN
The annual return shall be signed by the director and the company secretary of the company. If there is no company secretary of the company then the annual return is signed by the company secretary in practice.
In the case of one person company, private company (start-up), small company if these company has appointed the company secretary then the annual return is signed by that company secretary and if no company secretary is appointed by the company then the annual return is signed by the director only of the company.
CERTIFICATION OF ANNUAL RETURN
As per section 92 of the companies act,2013 the companies are required to get certified their annual return by the company secretary in practice. The following company are required to get certified their annual return by Company Secretary-
- All listed companies or
- A company having paid-up share capital of 10 crore rupees or more or
- A company having a turnover of 50 crore rupees or more
The certificate will be in form no. MGT.8 states that the annual return of the company discloses the facts true and correctly and the company annual returns are as per all the provisions of the applicable law.
RECORD OF ANNUAL RETURN
The annual return of the company and all the documents related thereto shall be preserved by the company for eight years from the date of filing to the registrar of the company.
FILING OF ANNUAL RETURN
The company must be filed with the registrar a copy of the annual return. The copy must be within 60 days from the date on which the annual general meeting is held by the company.
If a general meeting is not held then within 60 days from the date on which the annual general meeting should have been held by the company together with the statement for reason of not filing the annual general meeting.
CONSEQUENCES OF NON- FILING OF ANNUAL RETURN
- No company shall directly or indirectly buy its shares or other securities if the company does not comply with section 92.
- No director did not file the annual return of the company shall for a continuous period of 3 years be eligible for reappointment of the same company or any other company for 5 years.
- No Nidhi is to open a branch unless an annual return is filed to the registrar.
- The company may on a petition by tribunal be wound up if the company did file an annual return for the preceding 5 consecutive years.
- The change of name of the company shall not be allowed if the company defaults in filing an annual return.
PENALTY OF NOT FILING OF ANNUAL RETURN
If the company fails to file an annual return then the company shall be punishable with a fine minimum of 50 thousand and up to 5 lakh rupees.
And every officer of the company who is default punishable with imprisonment which may extend to 6 months and with fine minimum 50 thousand and up to 5 lakh rupees or with both.
Frequently Ask Question(FAQ)
Q1. What is the time limit for filing an annual return to the registrar?
Ans. The annual return must be filed within 60 days of holding an annual general meeting.
Q2. How long the record of annual return must be preserved?
Ans. The annual return must be preserved for at least 8 years from filing with the registrar.
Q3.if there is no company secretary then who shall sign the annual return of the company?
Ans. If there is no company secretary in the company then the annual return will be signed by the company secretary in practice. in the case of a one-person company, private company (start-up ), a small company the annual return is signed by the director only.
CS Akshay Gupta is a diligent and innovative qualified Company Secretary, striving in matters related to Corporate Law. Akshay takes a deep interest in corporate, Company law matters and his specialization includes corporate Compliance, FEMA Compliances, and Company Registration. As a Company Secretary, Akshay is passionate about matters relating to corporate funding, Company, and its compliances.