Detailed Analysis of Section 92 (Annual Return) along with below details

(a) Latest Amendment along with Rules.

(b) Companies Amendment Bill 2020 and MCA Circular on CFSS Scheme 2020.

What is an Annual Return? (Section 92(1)) 

Is it Mandatory for Every Company?

> An Annual Return is a snapshot of certain company information as they stood on the close of the financial year.

> Apart from the Financial Statements, this is the only document to be compulsorily filed with the Registrar every year irrespective of any events / happenings in the company.

> YES

In Which Form Annual Return shall be prepared ? > MGT-7
What are the particulars stated in Annual Return ? > It 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;

(c) [Omitted]

Omitted Content ( Indebtedness): this point omitted by the  Companies (Amendment )Act, 2017

Whether Amendment Effective – No (Yet to be notified by the CG)

(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

Refer:   Company Law Notification Dated 13th June, 2017

In case of Private Company – Clause(g) of Sub-Section (1) of Section 92 shall apply to private companies :-

(g)  “aggregate amount of remuneration drawn by directors”

(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

Omitted Content: (indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them)

This point omitted by the  Companies (Amendment) Act, 2017

Whether Amendment Effective – No (Yet to be notified by the CG)

(k) such other matters as may be prescribed,

Signing of Annual Return of Company other than  OPC and Small Company > Annual Return shall be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice
Signing of Annual Return of OPC, Small Company and Private Company (Start Up) > Annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

> It shall not be required to be signed by company secretary in practice

Special Form of Annual Return for Certain Class of Companies

(Inserted by the Companies (Amendment) Act, 2017)

> Abridged Form of Annual Return for “One Person Company, Small company and Such other class or classes of companies as may be prescribed may be prescribed

> CG having discretion to provide or not Abridged form of Annual Return

> Whether Amendment Effective – No (Yet to be notified by the CG)

Section 92(2)

Form No. MGT.8.

Annual Return Certification

> Applicability: It shall be 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

> Mandatory: Yes

> Certification : It shall be certified by a Company Secretary in practice

 

Section 92(3)

Exceptions:

Not Apply :

Specified IFSC Public Company

Specified IFSC Private Company

Before Amendment After Amendment
> An extract of the annual return in such form (MGT-9) as may be prescribed shall form part of the Board’s report Ø 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.

> Whether Amendment Effective – No( Yet to be notified by the CG)

 

Section 92(4)

Filing of Annual Return

> Every Company Shall file a Copy of Annual Return ( MGT-7)  with ROC

> Time Limit:

If AGM is held: within 60 days from the date on which the annual general meeting is held

Or

If AGM is not held in any year : within 60 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 in Rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014) provide the payment of  Fees.

  Fees Statutory fee for filing is based on the authorized capital of the Company, date of the event and date of filing.

Rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014) provide the payment of  Fees.

Fees to be paid to ROC depend upon on the below criteria:

1)Company having a share capital

Company having a nominal share capital of upto Rs 1,00,000.    Rs200
Company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000.    Rs300
Company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000    Rs400
Company having a nominal share capital of Rs.25,00,000 or more but less than Rs. 1 crore or more. Rs 500
Company having a nominal share capital of  Rs. 1 crore or more.

Provided that in case of companies to be incorporated with effect from 26.01.2018 with a nominal capital which does not exceed rupees ten lakhs fee shall not be payable.

Rs 600

2)  Company not having a share capital : Rs 200

Provided that in case of companies to be incorporated with effect from 26.01.2018 whose number of members as stated in the articles of association,does not exceeds 20, fee shall not be payable.

Additional Fees Rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014) provide the payment of Additional Fees.

In case the period within which a document required to be submitted under section 92 of the Act expires after 3o/o6/2018, the additional fee mentioned in Table shall be payable 

S.no Period of delay Additional fee payable (in Rs)
1. Delay beyond period provided under Section 92[4) of the Act One Hundred per day

Recent Amendment by MCA (Waiver of Additional Fees)

Ministry’s General Circular No. 12/2020 dated 30th March, 2020

CG in exercise of power conferred under section 460 read with section 403 of the companies act 2013, has decided to introduce a scheme namely ‘Companies Fresh Start Scheme, 2020 (CFSS-2020)

The Ministry has granted the one-time opportunity to all the Companies to complete their pending compliances by filing necessary documents in the MCA-21 registry including annual filings without being subject to a higher additional fees on account of any delay.

No Additional Fees Shall be payable

Its a one-time waiver of additional filing fees for delayed filings by the companies with the Registrar of Companies during the currency of the Schemes, i.e. during the period starting from 1st April, 2020 and ending on 30th September, 2020.

Only normal fees for filing of documents in the MCA-21 registry will be payable in such case during the currency of CFSS-2020 as per the provisions of Section 403 read with Companies (Registration Offices and Fees) Rules, 2014 and Section 460 of the Act.

 92(5)

Not Filling Annual Return within the time prescribed under section 92(4)

Before Amendment After Amendment As per Companies Amendment bill 2020
Company shall be punishable with fine which shall not be less than Rs 50,000 but which may extend to Rs 500,000 and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to 6 months or with fine which shall not be less than Rs 50,000 but which may extend to Rs 500,000, or with both. Company and its every officer who is in default shall be liable to a penalty of Rs 50,000 and in case of continuing failure, with further penalty of Rs 100 for each day during which such failure continues, subject to a maximum of Rs 500,000 Company and its every officer who is in default shall be liable to a penalty of Rs 10,000 and in case of continuing failure, with further penalty of Rs 100 for each day during which such failure continues, subject to a maximum of Rs 200,000  in case of a company and Rs 50,000 in case of an officer who is in default”
92(6)

If PCS Certifies  Annual Return, otherwise than in conformity with the requirements of this section or the rules made thereunder 

PCS shall be punishable with Fine

Minimum: Rs 50000

Maximum Fine:

Rs 500,000

As per Companies Amendment bill 2020,

PCS shall be liable to penalty of Rs 200,000

(Fine shall be substituted by Penalty)

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