Annual Return Filing under Section 92 of Companies Act, 2013

Fulfilling the statutory obligation under Section 92 of the Companies Act, 2013, annual return filing is a pivotal facet of corporate compliance. This comprehensive guide navigates through the intricacies of the process, covering various aspects. Part I delves into the content of the annual return, emphasizing the meticulous details required, from company information to capital structure and stakeholders’ changes. Part II sheds light on mandatory and optional attachments, ensuring companies compile and submit the requisite documentation. Authentication protocols are discussed in Part III, distinguishing signing requirements for different company types. Part IV elucidates the certification process, essential for listed companies and those meeting specific criteria. The obligation to disclose the annual return in the Board’s Report is detailed in Part V, emphasizing transparency. Part VI outlines the timeline and consequences for filing returns, crucial for avoiding penalties discussed in Part VII. Part VIII offers insights into filing fees and additional costs for delays, vital for financial planning. The exhaustive Business Activity Code List in Part IX aids in accurate categorization. This guide serves as an indispensable resource, not only outlining the procedural aspects but emphasizing the significance of compliance for maintaining a company’s legal standing and reputation in the business landscape. Regular updates are recommended, given the dynamic nature of regulatory frameworks.

Every company shall file its annual return in Form MGT-7 except One Person Company (OPC) and Small Company. One Person Company (OPC) and Small Company shall file its annual return in Form MGT-7A.

Part I: Content of Annual Return & Instruction for filing eForm

This section forms the foundation, detailing the necessary information a company must provide in its annual return. Covering aspects like Company Information, Capital Structure, Stakeholders’ Changes, and more, it sets the stage for accurate and comprehensive reporting. The guide emphasizes the importance of meticulous data entry and adherence to the prescribed form.

According to sub-section (1) of Section 92, every company shall prepare a return in the prescribe form containing the particulars as they stood on the close of financial year regarding: –

Clause (a) [Company Information]: –

1. its registered office,
2. principal business activities,
3. particulars of its holding,
4. subsidiary and associate companies,

By entering a valid CIN in the relevant field.

• On clicking the Pre-Fill button, system will automatically display the name, address of the registered office, email ID of the company (if available), Telephone number with STD Code (if available), Date of incorporation and other details like Type, Category, Sub-category and whether company is having Share capital.
• In case there is any change in the email ID and telephone number, enter the new details.
• In case any other detail so prefilled is different as on the financial year end date entered then the same can be modified. However, changes would be taken up in MCA records based on the relevant eForm filing.
• Particulars of holding, subsidiary and associate companies including joint venture.
• Details for whether the company is holding, subsidiary associate company or joint venture.
• Number of business activities, Main Activities group code and Business Activity Code (Activity Codes are based upon NIC-2008 codes, it is advisable to refer the same)
• % of turnover of the company for each main activity undertaken.

Clause (b) [Capital Structure]: –

1. its shares,
2. its debentures,
3. other securities and
4. shareholding pattern

Entire block will be applicable only in case the company is having share capital.

• Enter the details of share capital for:
  • Equity share capital
  • Preference share capital
  • Unclassified share capital (not applicable for OPC)
  • Break-up of paid-up share capital (not applicable for OPC)
• Number of classes: each kind of share capital, based on the number of respective type of class of shares.
• Class of shares: details of unique type of same class of shares.
• Break-up of paid-up share capital (not applicable for OPC): In case of small company, provide break-up of paid-up capital.
• Date of Registration of Transfer.
• Whether the shares listed on recognized Stock Exchange(s), if yes, the details of stock exchange where shares are listed.
• Details regarding Registrar and Transfer Agent.

Clause (d) [Stakeholders’ Changes]: –

1. its members and debenture-holders,
2. along with changes therein since the close of the previous financial year 

• Details of shares/Debentures Transfers since closure date of last financial year (or in the case of the first return at any time since the incorporation of the company) * (not applicable for OPC).
• Details in relation to:
  • Indebtedness including debentures: details of debentures, loan and deposits taken by the company which is outstanding as on the financial year end date.
  • Securities, other than shares and debentures.
• Turnover and Net Worth of the company
• Shareholding Pattern – Public/Other than promotors 

Clause (e) [Management’s Changes]: –

1. its promotors,
2. its directors,
3. its key managerial person,
4. along with the changes therein since the close of the previous financial year 

• Shareholding Pattern – Promotors
• Composition of Board of Directors.
• Details of directors and Key managerial personnel as on the closure of financial year.
• Particulars of change in director(s) and Key managerial personnel during the year 

Clause (f) [Meetings and Attendance]: –

1. meetings of members or
2. class of members thereof,
3. board and its various committees
4. along with attendance details

• Details of Members/Class/Requisitioned/NCLT/Court Convened Meetings
• Board Meetings, Committee Meetings
• Attendance of Directors

Clause (g) [Remuneration of Management]: –

1. remuneration of directors and
2. remuneration of key managerial person

Clause (h) [Legal Actions and Outcomes]: –

1. penalty and punishment imposed on the company,
2. its directors or officers and
3. details of compounding of offence and
4. appeals made against such penalty or punishment.

Clause (i) [Compliance and Disclosure]: –

1. matters relating to certification of compliance,
2. disclosures as may be prescribed

Clause (j) [Foreign Institutional Investors]: –

1. details, as may be prescribed, in respect of shares held by or on behalf of the foreign institutional investors,

Clause (k) [Other Matters]: –

1. such other matters as may be prescribed.

Part II: Attachments

The second part elaborates on the mandatory and optional attachments. It provides clarity on documents such as lists of shareholders, debenture holders, approval letters for AGM extensions, and MGT-8 certificates of compliance. By understanding these requirements, companies can ensure their filings are complete and in accordance with regulations.

1. List of Shareholders, debenture holders shall be mandatory in case of company having share capital.

2. Approval Letter for extension of AGM, if applicable.

3. Copy of MGT-8 (Certificate of Compliance).

4. Optional Attachment(s), if any shall be mandatory in certain cases such as ‘details of transfer’ (if high in numbers that cannot be entered in Form MGT-7/7A).

Part III: Authentication

This section delineates who can sign the annual return, differentiating between various types of companies. It clarifies the signing requirements for OPC, small companies, and others. Understanding the authentication process is critical, ensuring that the annual return is legally binding and compliant.

Such Annual Return, in case of companies other than OPC and small company, has to be signed by: –

1. a director of the company, and

2. company secretary, or

3. a company secretary in practice (if there is no company secretary)

in case of OPC and Small Companies such annual return has to be signed by: –

1. the company secretary, or

2. the director (if there is no company secretary)

Part IV: Certificate of Compliance

The certification requirement for certain categories of companies is explored here. It explains the significance of obtaining a certificate from a Company Secretary in practice, stating that the annual return discloses facts accurately and the company has complied with all provisions of the Act.

According to sub-section (2) of section 92 read with Rule 11(2) of the Companies (Management & Administration) Rules, 2014, the annual return filed by a company: –

1. which is a listed company, or

2. a company

• having paid-up share capital of Rs 10 crore or more; or
• a turnover of Rs 50 crore or more

shall be certified by a Company Secretary in practice in form MGT-8.

The certificate must state that “the annual return discloses the facts correctly and adequately and that the company has complied with all provisions of the Act.”

Part V: Disclosure in Board’s Report

Every company shall place a copy of the annual return on the website of the company, if any, and the web link of such return shall be disclosed in the Board’s Report also Board’s Resolution number and date authorizing filing Annual Return shall be entered in the Annual Return.

Part VI: Filing of Return

Understanding the timeline for filing the annual return is crucial. This part outlines the deadlines, linking them to the date of the Annual General Meeting (AGM). It further specifies the consequences of not holding an AGM and emphasizes the importance of timely compliance.

A copy of annual return shall be filed with the Registrar of Companies (RoC)

1. within 60 days from the date on which the Annual General Meeting (‘AGM’) is held or

2. where no annual general meeting is held, within 60 days from the date on which annual general meeting should have been held, long with the reason for not holding the annual general meeting.

Part VII: Penalty for Contravention

This section outlines the penalties for failing to file the annual return within the specified period. It details the fines imposed on the company, its officers, and the company secretary in practice. Clear comprehension of these penalties is vital for companies to avoid legal ramifications.

According to sub-section (5) of section 92, if a company fails to file its annual return under sub-section (4), before the expiry period specified therein,

1. such company and every officer in default shall be liable to a penalty of Rs 10,000 and

2. in case of continuing default, with further penalty of Rs 100 per day for each day of such continuing default,

• subject to a maximum of Rs 2,00,000 in case of company and
• Rs 50,000 in case of an officer in default.

3. If a company secretary in practice who certifies such return otherwise than in accordance with this section and the rules made thereunder, he shall be liable to a penalty of Rs 2,00,000

Particular	Penalty
Company	Rs 10,000
Officer in default	Rs 10,000
Company (Continuing default)	Rs 100 per day up to Rs 2,00,000
Officer in default (Continuing Default)	Rs 100 per day up to Rs 50,000
Company Secretary	Rs 2,00,000

Part VIII: Fee for filing Annual Return

A breakdown of the filing fees based on nominal share capital is provided in this part. Additionally, it outlines the additional fees applicable for delays in filing, offering insights into the financial implications of non-compliance.

1. Fee for filing (in case of company not having share capital)

• Rupees 200

2. Fee for filing (in case of company having share capital)

Nominal Share Capital	Fee applicable
Less than 1,00,000	Rs 200
1,00,000 to 4,99,999	Rs 300
5,00,000 to 24,99,999	Rs 400
25,00,000 to 99,99,999	Rs 500
1,00,00,000 or more	Rs 600

3. Additional Fee

• Delay beyond period provided under Section 92(4) of the Act – Rs 100 per day.

4. In addition to above, the following table of additional fee shall be applicable for delay in filing of belated annual return.

Period of delays	Fee applicable
Up to 30 days	2 times of normal fee
More than 30 days and up to 60 days	4 times of normal fee
More than 60 days up to 90 days	6 times of normal fee
More than 90 days up to 180 days	10 times of normal fee
More than 180 days	12 times of normal fee

Part IX: Business Activity Code List

The guide concludes with an extensive list of business activity codes, aiding companies in accurately categorizing their operations. This ensures that companies align their activities with the prescribed codes, facilitating accurate reporting and compliance.

Main Activity Group Code	Business Activity Code	Particulars
A	Agriculture, forestry, fishing
	A1	Production of crops and animals
	A2	Forestry and logging
	A3	Fishing and aquaculture
	A4	Support activities to agriculture and Other Activities including hunting
B	Mining and quarrying
	B1	Mining of Coal and lignite
	B2	Extraction of Crude Petroleum & Natural gas
	B3	Mining of Metal Ores
	B4	Other Mining & Quarrying Activities
	B5	Mining Support Services activities
C	Manufacturing
	C1	Food, beverages and tobacco products
	C2	Textile, leather and other apparel products
	C3	Wood and wood products, furniture, paper and paper products
	C4	Printing, reproduction of recorded media
	C5	Coke and refined petroleum products
	C6	Chemical and chemical products, pharmaceuticals, medicinal chemical and botanical products
	C7	Metal and metal products
	C8	Plastic products, non-metallic mineral products, rubber products, fabricated metal products
	C9	Computer, electronic, Communication and scientific measuring & control equipment
	C10	Electrical equipment, General Purpose and Special purpose Machinery & equipment, Transport equipment
	C11	Motor vehicles, trailers, semi trailers and other Transport Vehicles
	C12	Repair & installation of machinery & equipment, motor vehicles
	C13	Other manufacturing including jewellery, musical instruments, medical instruments, sports goods, etc. activities
D	Electricity, gas, steam and air condition supply
	D1	Electric power generation, transmission and distribution
	D2	Manufacture of gas, distribution of gaseous Fuels
	D3	Steam and air conditioning supply
E	Water supply, sewerage and waste management
	E1	Water collection, treatment and supply
	E2	Sewerage
	E4	Waste collection, treatment and disposal activities, materials recovery and Other waste management services
F	Construction
	F1	Buildings
	F2	Roads, railways, Utility projects
	F3	Demolition & site preparation, Electrical, plumbing & other Specialized construction Activities
G	Trade
	G1	Wholesale Trading
	G2	Retail Trading
H	Transport and storage
	H1	Land Transport via Road
	H2	Land transport via Railways & Pipelines
	H3	Water transport
	H4	Air transport
	H5	Services incidental to land, water & air Transportation
	H6	Warehousing and storage
	H7	Postal & Courier activities
I	Accommodation and Food Service
	I1	Accommodation services provided by Hotel, Inns, Resorts, holiday homes, hostel, etc.
	I2	Food and beverage services provided by hotels, restaurants, caterers, etc.
J	Information and communication
	J1	Publishing of Newspapers, Books, periodicals, etc.  activities
	J2	Publishing of computer operating systems, system software, application software, games, etc.
	J3	Motion picture, video and television programme production, sound recording and music publishing activities
	J4	Broadcasting and programming activities
	J5	Wired, wireless or satellite Telecommunication activities
	J6	Computer programming, consultancy and related activities
	J7	Data processing, hosting and related activities; web portal
	J8	Other information & communication service activities
K	Financial and insurance Service
	K1	Banking activities by Central, Commercial and Saving banks
	K2	Activities by Trusts, funds and other financial holding companies
	K3	Life/Non-life Insurance and Reinsurance activities
	K4	Pension Fund activities
	K5	Financial and Credit leasing activities
	K6	Fund Management Services
	K7	Financial Advisory, brokerage and Consultancy Services
	K8	Other financial activities
L	Real Estate
	L1	Real estate activities with own or leased property
	L2	Real estate activities on fee or contract basis
M	Professional, Scientific and Technical
	M1	Legal Activities
	M2	Accounting, book keeping and auditing activities, tax consultancy
	M3	Management consultancy activities
	M4	Architecture, engineering activities, technical testing and analysis activities
	M5	Scientific research and development
	M6	Advertising and market research
	M7	Specialized Design & Photographic activities
	M8	Veterinary activities
	M9	Other professional, scientific and technical Activities
N	Support service to Organizations
	N1	Rental and leasing of motor vehicles, machinery, equipment, capital goods, etc. activities
	N2	Placement agencies and HR management services
	N3	Travel agency and tour operators
	N4	Security and investigation activities
	N5	Housekeeping & maintenance service
	N6	Office administrative and other business activities including call centers, organising conventions, collection agencies, packaging activities etc.
O	Public Services by Government agencies
	O1	Administration relating to Executive, Legislation and other public service by government agencies
	O2	Regulation of healthcare, education, cultural and other social services
	O3	Administration of activities relating to Foreign affairs, Defence, public order, compulsory social security, etc.
P	Education
	P1	Primary & Secondary Education services
	P2	Higher education, technical & vocational education
	P3	Sports, recreation, cultural and other education
Q	Hospital and Medical Care
	Q1	Hospital activities
	Q2	Medical and dental practice, Nursing, pathology, blood bank services, etc.
	Q3	Residential Nursing care activities
	Q4	Residential care for elderly, disabled and other ailments
	Q5	Counselling, welfare, referral activities without accommodation for elderly and disabled
	Q6	Other Hospital and Medical Care Activities
R	Arts, entertainment and recreation
	R1	Creative, arts and entertainment activities
	R2	Library, archives, museums and other cultural activities.
	R3	Gambling & betting activities
	R4	Sports, amusement and recreation activities
S	Personal and Household service
	S1	Activities of membership organisations
	S2	Repair of computers and personal and household goods
	S3	Washing and cleaning of textile and fur products, Hair dressing and other beauty treatment
T	Goods and service producing activities of households for own use
	T1	Activities of households as employers of domestics personnel
	T2	Undifferentiated goods and service producing activities of households for own use
U	Activities of extraterritorial organizations and bodies
	U1	Activities of extraterritorial organizations such as UN and its agencies, IMF, World Bank, OPEC, European Commission, etc.

Conclusion: Filing the annual return under Section 92 is not just a legal requirement but a fundamental aspect of corporate governance. This article serves as a comprehensive guide, ensuring companies understand the intricacies of the process, the importance of accurate information, and the consequences of non-compliance. Staying informed and compliant is key to maintaining the legal standing and reputation of any business entity.

For the latest updates, companies are advised to refer to amendments to the Companies Act, 2013, as the regulatory landscape may undergo changes.