Article explains What is an Annual Return under Section 92 of Companies act 2013, What are the contents of Annual Return, Who can Sign and Certify Annual Return, Provisions related to Section 92(4) Filing of Annual Return with ROC and also explains about Extract of Annual Return in FORM MGT 9.

1. What is an Annual Return? 

Section 92(1) Annual Retrun is the most important document required to be filed by every company with the Registrar of Companies. The Financial Statements give information on the financial performance of a company, it is the Annual Return which gives extensive disclosure and greater insight into the non-financial matters of the company and the people behind management of the company. It helps stakeholders to ensure that the company is administered in a proper way in the interest of its members and creditors.

2. Annual Return Contents

> Companies Registered office

> principal business activities

> particulars of its holding, subsidiary and associate companies

> Companies shares, debentures and other securities and shareholding pattern

> Indebtedness

> 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

> 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.

3. Signing and Certification of the Annual Return 

Signing of Annual Return U/s 92(1) of the Act, the Annual Return is required to be signed both by a director and the Company Secretary, or where there is no Company Secretary, by a PCS.

The Annual Return of One Person Company and Small Company shall be signed by the Company Secretary or where there is no company secretary, by the director of the company.

Certification of Annual Return U/S 92(2)of the Act read with rule 11(2) of the Companies (Management and Administration) Rules, 2014:

The Annual Return of

  • a listed company or
  • a company having a paid up share capital of Rs. 10 Crores ormore or turnover of Rs. 50 Crores or more

 shall be certified by a PCS in the Form No. MGT-8.

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

Section 92(6), if a PCS certifies the annual return otherwise than in conformity with the requirements of section 92 or the rules made thereunder, he shall be punishable with fine which shall not be less than Rs. 50,000 but which may extend to Rs. 5 lakh.

4. Section 92(4) Filing of Annual Return with ROC

The return has to be filed with the Registrar of Companies within 60 days from the date of Annual General Meeting. If the Annual General Meeting is not held in any year, the return has to be filed within 60 days from the date on which Annual General Meeting should have been held together with the statement specifying the reasons for not holding the Annual General Meeting, on payment of such fee or additional fee under section 403 and as prescribed (Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014.

Whether non-filing of annual return is a compoundable Offence with the permission of the Special court, in accordance with the procedure laid down in the Code of Criminal Procedure, 1973 for compounding of offences.

5. Extract of Annual Return in FORM MGT 9

Extract of Annual Return in FORM MGT 9 extract of the Annual Return, which shall be the part of the Board’s Report shall be signed by the Chairperson of the company, if he is authorized by the Board to do so, or where he is not so authorized, by atleast two directors, one of whom shall be a managing director, or by the director where there is one director Section 134(6). 

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October 2021