Section 92 of Companies Act, 2013 – Annual Return

  • Updated Till : August 16, 2017

SECTION 92. ANNUAL RETURN

[Effective from 1st April, 2014]

(1) 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;

(c) its indebtedness;

(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;

EXEMPTIONS

For private companies which are small companies, Clause (g) above shall be substituted as follows –

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

vide Notification F. No. 1/1/2014-CL-V dated 13th June, 2017

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

[2][Provided that in relation to One Person Company, small company and private company (if such private company is a start-up), the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.]

(2) [The annual return, filed by a listed company or, by a company having such paid-up capital or turnover as may be prescribed][1], 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) An extract of the annual return in such form as may be prescribed shall form part of the Board’s report.

Exemption

In case of a Specified IFSC private company Sub-section (3) shall not apply vide Notification no. G.S.R. 9(E).dated 04th January, 2017.

In case of a Specified IFSC public company Sub-section (3) shall not apply vide Notification no. G.S.R. 08(E).dated 04th January, 2017.

(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, within the time as specified, under section 403.

(5) If a company fails to file its annual return under sub-section (4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.

(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.

Applicable Rules

Companies (Management and Administration) Rules, 2014

[Effective from 1st April, 2014]

Rule 11. Annual Return.—(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.

Rule 12. Extract of annual return.—(1) The extract of the annual return to be attached with the Board’s Report shall be in Form No. MGT.9.

(2) A copy of the annual return shall be filed with the Registrar with such fee as may be specified for the purpose.

Applicable Circulars

General Circular No.22/2014 dated 25-6-2014

Clarification with regard to format of annual return applicable for Financial Year 2013- 14 and fees to be charged by companies for allowing inspection of records.

Government has received requests for clarification about the applicability of form of annual return (MGT-7) prescribed under rule 11(1) of the Companies (Management and Administration) Rules, 2014 for financial year(s) commencing earlier than 1st April, 2014. The matter has been examined in the light of provisions of section 92(1) of the Act which requires annual return to contain particulars as they stood on the close of the financial year. It is, clarified that Form MGT-7 shall not apply to annual returns in respect of companies whose financial year ended on or before 1st April, 2014 and for annual returns pertaining to earlier years. These companies may file their returns in the relevant Form applicable under the Companies Act, 1956.

2. Companies have also sought clarity about permitting free of cost inspection of records under rule 14(2) and rule 16 of the rules cited above and till a fee is prescribed for the purpose in the Articles. It is clarified that until the requisite fee is specified by companies, inspections could be allowed without levy of fee.

 

Relaxation of additional fees and extension of last date of in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013-reg.

General Circular No. 10/2015 dated 13-7-2015

This Ministry has clarified vide General Circular 8/2014 dated 04/04/2014 that provisions of the Companies Act, 2013 relating to financial statements, auditors report and board’s report shall apply in respect of financial years commencing on or after 1st April, 2014. Form AOC- 4 or Form AOC-4 XBRL (Format of filing of financial statement) shall, as applicable, have to be used for filing of such statement for financial years commencing on or after 1st April, 2014. Attention is also invited to this Ministry’s General Circular 22/2014 dated 25/06/2014 wherein it has been clarified that MGT-7 (Form of Annual Return) shall apply to annual returns in respect of financial years ending after 1st April, 2014.

2. The electronic versions of Forms AOC-4, AOC-4 XBRL and MGT-7 are being developed and shall be made available for electronic filing latest by 30th September 2015. In addition, a separate form for filing of Consolidated Financial Statement (CFS) with the nomenclature AOC-4 CFS will be made available latest by October 2015. MGT-7 has been notified while AOC-4, AOC-4 XBRL and AOC-4 CFS will be notified shortly.

3. In view of this, it has been decided to relax the additional fee payable on Forms AOC-4, AOC-4 XBRL and Form MGT-7 upto 31/10/2015. Further, a company which is not required to file its financial statement in XBRL format and is required to file its CFS would be able to do so in the separate form for CFS without any additional fees upto 30/11/2015.

Relaxation of additional fees and extension of last date of in filing of
forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the
Companies Act, 2013- State of Tamil Nadu and UT of Puducherry 

General Circular No. 16/2015 dated 30-12-2015

In continuation of this Ministry’s General circular 15/2015 dated 30.11.2015, keeping in view the requests received from various stakeholders stating that due to heavy rains and floods in the State of Tamil Nadu and UT of Puducherry, the normal life/work was affected, it has been decided to relax the additional fees payable for the State of Tamil Nadu and UT of Puducherry on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 30.01,2016, wherever additional fee is applicable.

2. This issues with the approval of the competent authority.

Relaxation of additional fees and extension of last date of in filing AOC-4, AOC-4 (XBRL), AOC-4(CFS) and MGT-7 under the Companies Act, 2013

General circular No. 08/ 2016 dated 29/07/2016

The Ministry have revised form AOC-4 which would be deployed shortly. Further, Form AOC-4 (XBRL) and Form AOC-4 (CFS) are also under revision and this may be available for deployment by end of August, 2016.

  1. As per the relevant provisions of the Companies Act, 2013 the financial statements and Annual Returns will have to be filled by the Companies within 30 days and 60 days of conclusion of AGM or the last day by which AGM ought to have been held, as the case may be.
  1. In the light of the above and keeping in view that some time could be required for companies to get familiarized with filing of the new forms, it has been decided to allow companies to file financial statements and Annual Returns on or before 29.10.2016 where due date for holding of the Annual General Meeting is on or after 01.04.2016, without payment of additional filing fee.

Relaxation of additional Fees and extension of last date for filing AOC-4, AOC-4 (XBRL), AOC-4 (CFS) and MGT-7 eforms under the Companies Act, 2013

General Circular No. 12/2016 dated 27-10-2016

In continuation of this Ministry’s General circular No. 8/2016 dated 29.07.2016, keeping in view the requests received from various stakeholders it has been decided to further extend last date of filing financial statements and Annual Returns using e-forms AOC-4, AOC-4(XBRL),AOC-4 (CFS) and MGT-7  as the case may be without payment of additional filing fee, wherever applicable, till 29th November, 2016.

Relaxation of additional fees and extension of last date of in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act 2013- State of Jammu and Kashmir
General Circular No. 14/2016 dated 7-12-2016
In continuation of this Ministry’s General Circular 12/2016 dated 27.10.2016, keeping in view the requests received from various stakeholders stating that due to curfew/strikes and disturbances from past more than four months in the State of Jammu and Kashmir and the resultant difficulty expressed by various stakeholders in convening meetings in a timely manner, it has been decided to relax the additional fees payable by the companies having registered offices in the State of Jammu and Kashmir on e-forms AOC-4, AOC (CFS), AOC-4 XBRL and e- Form MGT-7 upto 31.12.2016, wherever additional fee is applicable.

[1] Substitued by the Companies (Removal of Difficulties) Order, 2014 vide S.O. 1177(E) dated 29th April, 2014 read with Corrigendum issued vide. O. 1406 (E) dated 27th May, 2014. Prior to substitution, it read as under:

“(2) The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed”

[2] Substituted vide Notification F. No. 1/1/2014-CL-V dated 13th June, 2017, prior to substitution it read as under-

‘Provided that 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.’

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