Q.) WHAT IS ANNUAL RETURN?
Section 92 of the Companies Act, 2013 requires every company to prepare an annual return, a comprehensive document which contains information of a company relating to its share capital, indebtedness, directors, shareholders, changes in directorships, corporate governance disclosures etc.
The annual return is required to be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. In case of One Person Company and small company, the annual return is to be signed by the company secretary, or where there is no company secretary, by the director of the company.
(1) Every company shall prepare its annual return in Form No. MGT-7.
(2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT-8.
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;
(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 [Omitted]; 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:
COMMENT: 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.
the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed.
(2) The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
(3) Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report.
(4) Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed [Omitted].
(5) If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees.
(6) If a company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules made thereunder, he shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.
For Forms under section 92 or 137:-
(i) In case the period within which a document required to be submitted under section 92 or \137 of the Act expires after 3o/o6/2018, the additional fee mentioned in Table shall be payable –
|Sl. no||Period of delays||Additional fee payable (in Rs.)|
|01||Delay beyond period provided under Section 92(4) of the Act||One Hundred per day|
|02||Delay beyond period provided under Section 737 (t) of the Act||One Hundred per day|
ii) In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the companies Act, 1956 or the companies Act, 2013 the following additional fee mentioned in Table shall be payable:-
|Sl. no||Period of delays||Forms including charge documents|
|01||upto 30 Days||2 times of normal filing fees|
|02||More than 30 days and upto 60 days||4 times of normal filing fees|
|03||More than 60 days and upto 90 days||6 times of normal filing fees|
|04||More than 90 days and upto 180 days||10 times of normal filing fees|
|05||Beyond 180 days||12 times of normal filing fees|
Note:(1)The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
Disclaimer: The Article is based on the Relevant Provisions and as per the information existing at the time of the preparation. In no event I shall be liable for any direct and indirect result from this Article. This is only a knowledge sharing initiative.
The Author – CS Deepak Seth (Associate Partner at Helpinghands Professionals LLP) and can be reached at firstname.lastname@example.org or 9910248911.