ANNUAL RETURN
[Section 92 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014]
Annual return is significant document for the stake holders of the company as it provides very comprehensive information about various aspects of company. It gives disclosures and greater insight into the non-financial matters of the company and the people behind the management of the company. It is the most important document required to be filled every company with ROC.
> Contents of Annual Return[Section 92(1)]
a. its registered office, principal business activities, particulars of its holding, subsidiary company and associate companies;
b. its shares , debenture and other securities and shareholding pattern;
c. its members and debenture-holders along with changes therein since the close of the previous financial year;
d. its promoters , directors , key managerial personnel along with changes therein since the close of the previous financial year;
e. meetings of members or a class thereof, Board and its various committees along with attendance details;
f. remuneration of directors and KMP
g. penalty or punishment imposed on the company, its directors or officer and details of compounding of offences and appeals made against such penalty or punishment;
h. matters relating to certification of compliances, disclosures as may be prescribed;
i. details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors
> Additional Contents
- As per SS-1, the annual return shall disclose the number and dates of meeting of the board and committees held during the financial year indicating the number of meetings attended by each director.
- As per SS-2, the annual return shall disclose the date of AGM held during the financial year
> Signing of Annual Return
- In case of OPC, Small Company and Start up Private Company, the annual return shall be signed by the Company Secretary, or where is no Company Secretary, then by the Director of the company
- In case of other companies, the annual return shall be signed by a Director and the Company Secretary, or where is no Company Secretary, then by the Director of the company
> Filing of Annual Return
- It should be file in e-form MGT-7
- For Foreign Company it should be file in e-form FC-4
> Period of filing
- It should be file within 60 days of frim the date of AGM actually held or from the last day of on which AGM should have been held [Section 92(4)]
- For Foreign Company, it should be file within 60 days from the last day of its financial year as per rule 7 of the Companies (Registration of Foreign Companies) Rules, 2014
> Certification of Annual Return [Section 92(2) and Rule 11(2) of Companies (Management and Administration) Rules, 2014]
- Every Listed Company
- Every Company having paid up capital of 10 crore rupees or more
- Every Company having turnover of 50 crore or more
- It shall be certified by the Company Secretary in Practice in e-form MGT-8
> Preservation of Annual Return
- It shall be preserve for a period of 8 years from the date of filing with ROC as per the rule 15 of the Companies (Management and Administration) Rules, 2014
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