Annual Return-Section 92 of Companies Act, 2013

Annual return is a snapshot of the company’s yearly report which gives essential information about the company’s composition, activities, and financial position, and which must be filed by every active incorporated company with the Registrar of Companies (ROC).

This article shall enable the reader to understand all the related provisions of Section 92 at a glance.
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SECTION 92 – ANNUAL RETURN – AT A GLANCE
THROUGH FLOW CHART

INTRODUCTION

Annual return is a snapshot of the company’s yearly report which gives essential information about the company’s composition, activities, and financial position, and which must be filed by every active incorporated company with the Registrar of Companies (ROC).

Section 92 of the Companies Act, 2013 deals with Annual Return of the company. The sole purpose of filing Annual Return with the Registrar of Companies is to provide the annual information about the company, its members, and regarding the general compliances of the company. It is management’s responsibility to file Annual Return of the company with ROC.

PROVISIONS OF SECTION 92 OF COMPANIES ACT, 2013

Every company shall prepare an Annual Return in Form No. MGT-7 containing the
particulars as they stood on the close of the financial year containing:

• its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
• its shares, debentures and other securities and shareholding pattern;
• its indebtedness;
• its members and debenture-holders along with changes therein since the close of the previous financial year;
• its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
• meetings of members or a class thereof, board and its various committees along with attendance details;
• remuneration of directors and key managerial personnel and for private companies aggregate amount of remuneration drawn by directors;
• 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;
• matters relating to certification of compliances, disclosures as may be prescribed;
• 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
• such other matters as may be prescribed.

The complete provisions relating to Annual Return under Companies Act, 2013 have been explained below with the help of a flow chart.

ATTACHMENTS TO FORM MGT-7

1. List of Shareholders
2. Form MGT-8 in case of:

• Listed company, or
• a company having Paid-Up Share Capital of Rs. 10 crores or more, or
• turnover of Rs. 50 crores or more

3. Optional Attachments, if any