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
[3][Section 92 (1) (g) shall apply to private companies which are small companies as follows:-
(g) aggregate amount of remuneration drawn by directors;
The above exceptions/modifications/adaptations shall be applicable to a private company which has not committed a default in filing its financial statements under section 137 of the said Act or annual return under section 92 of the said Act with the Registrar] vide Notification No. G.S.R. 583(E) 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:
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.
Exemption
[2][For private Companies, proviso to Section 92 (1) shall be substituted as follows-
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
The above exceptions/modifications/adaptations shall be applicable to a private company which has not committed a default in filing its financial statements under section 137 of the said Act or annual return under section 92 of the said Act with the Registrar] , vide Notification No. G.S.R. 583(E) dated 13th June, 2017.
(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. [4] [***]
[(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.][5]
(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.
- 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.
- 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 filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013
General Circular No.13/2017 dated 26th October, 2017
All companies required to prepare or voluntarily preparing their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 for financial year 2016-2017 are required to file their statements only in XBRL format. The draft taxonomy for Ind AS has been uploaded since 30.06.2017 in order to enable the stakeholders to familiarize themselves with the new requirements. The development of tools necessary for deployment of the taxonomy for XBRL filing is expected to be completed by 28.02.20:18. It has, therefore, been decided to extend the last date for filing of AOC-4 XBRL for such companies for the financial year 2016-17 without additional fee till 31st March, 2018. The filing should be made by these companies accordingly when the Ind AS based XBRL taxonomy is deployed, for which a separate intimation would be given to all the stakeholders.
Relaxation of additional fees and extension of last date of filing AOC-4 and AOC-4 non-IndAS) under the Companies Act, 2013
General Circular No 14/ 2017 dated 27th October, 2017
The Ministry of Corporate Affairs has extended the date for filing of AOC-4 (ICBM, E-forms using Ind AS) for the financial year 2016-2017 without additional fee till 31.03.2018 vide General Circular No.13/2017 dt 26.10.2017. Keeping in view the requests received from various stakeholders, for allowing extension of time for filing of financial statements for the financial year ended 31.03.2017 on account of various factors, it has been decided to extend the time for filing e-forms AOC-4 and AOC-4 (XBRL non-IndAS) and the corresponding AOC-4 CC’S e-forms upto 28.11.2017 without levying additional fee.
Relaxation of additional fees and extension of last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013
General Circular No 01/ 2018 dated 28th March, 2018
In continuation of this Ministry’s General Circular No. 13/2017 dated 26.10.2017 and upon consideration of requests received from various stakeholders for extending the last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013, it has been decided to extend the last date for filing of AOC-4 XBRL for all eligible companies required to prepare or voluntarily prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 for the financial year 2016-17, without additional fee till 30th April, 2018.
Relaxation of additional fees and extension of last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013
General Circular No 04/ 2018 dated 27th April, 2018
In continuation of this Ministry’s General Circular No. 13/2017 dated 26.10.2017, General Circular No. 01/2018 dated 28.03.2018 and upon consideration of requests received from various stakeholders for extending the last date of filing of AOC-4 XBRL E-Forms using Ind AS under the Companies Act, 2013, it has been decided to extend the last date for filing of AOC-4 XBRL for all eligible companies required to prepare or voluntarily prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 for the financial year 2016-17, without additional fee till 31st May, 2018.
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 Kerala
General Circular No 09/ 2018 dated 5th October, 2018
Keeping in view the requests received from various stakeholders stating that due to heavy rains and floods in the State of Kerala, the normal life/work was affected, it has been decided to relax the additional fees payable to companies having registered office in the State of Kerala on e-forms AOC-4, AOC (CFS), AOC-4 XBRL and e- Form MGT-7 upto 31.12.2018, wherever additional fee is applicable.
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/ 2018 dated 29th October, 2018
Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2018 on account of various factors , it has been decided to relax the additional fees payable by companies on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 31.12.2018, wherever additional fee is applicable.
Relaxation of additional fees and extension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act 2013- – reg.
General Circular No. 13/2019 dated 29th October, 2019
Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2019 on account of various factors, it has been decided to extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC-4 XBRL upto 30.11.2019 and e-form MGT-7 upto 31.12.2019 by companies without levy of additional fee.
Relaxation of additional fees and extension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013- UT of J&K and UT of Ladakh – reg.
General Circular No. 15/2019 dated 28th November, 2019
In continuation to General Circular No.13/2019 dated 29.10.2019 and keeping in view of the requests received from various stakeholders stating that due to disturbances in internet services and the normal work was affected in the UT of J&K and UT of Ladakh and sought extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC-4 XBRL and e-form MGT-7 upto 31.01.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.
Relaxation of additional fees and extension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013- UT of J&K and UT of Ladakh – reg.
General Circular No. 03/2020 dated 31st January, 2020
In continuation to General Circular No.15/2019 dated 28-11-2019 and keeping in view of the requests received from various stakeholders stating that due to disturbances in internet services and the normal work was affected in the UT of J &K and UT of Ladakh and sought extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to further extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC4 XBRL and e-form MGT-7 upto 31.03.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.
Relaxation of additional fees andextension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013- UT of J&K and
UT of Ladakh -reg.
General Circular No. 09/2020 dated 12thMarch, 2020
ln continuation to General Circular No.03/2020 dated 31.01.2020 and keeping in view of the requests received from various stakeholders stating that due to disturbances in internet services and the normal work was affected in the UT of J&K and UT of Ladakh and sought extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to further extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC4 XBRL and e-form MGT-7 upto 30.06.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.
Relaxation on levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4, AOC-4 XBRL AOC-4 Non-XBRL and MGT-7 / MGT-7A for the financial Year ended on 31.03.2021 under the Companies Act, 2Ol3 – reg.
General Circular No. 17/2021 dated 29th October, 2021
Keeping in view of various requests received from stakeholders regarding relaxation on levy of additional fees for annual financial statement filings required to be done for thefinancialyear ended on 31.03.2021, it has been decided that no additional fees shall be leviedupto31.12.2021forthefilingof e-forms AOC-4, AOC-4 (CFS), AOC-4XBRL, AOC-4Non-XBRL and MGT-7/ MGT-7A in respect of the financial year ended on 31.03.2021. During thesaid period, only normal fees shall be payable for the filing of the aforementioned e-forms.
Relaxation on levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL and MGT-7/MGT-7A for the financial year ended on 31.03.2021 under the Companies Act, 2013 – reg.
General Circular No. 22/2021 dated 29thDecember, 2021
In continuation to Ministry’s General Circular No.17/2021 dated 29.10.2021, keeping in view various requests received from stakeholders regarding relaxation of levy of additional fees for annual financial statement/return filings required to be done for the financial year ended on 31.03.2021, it has been further decided that no additional fees shall be levied upto15.02.2022 for the filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBPL and upto28.02.2022 for filing of e-forms MGT-7/MGT-7A in respect of the financial year ended on 31.03.2021 respectively. During the said period, only normal fees shall be payable for the filing of the aforementioned e-forms.
[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] Inserted in Notification No, G.S.R 464(E) dated 5th June, 2015
[3] Inserted in Notification No, G.S.R 464(E) dated 5th June, 2015
[4] Omitted words”within the time as specified, under section 403″ by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E) dated 7th May, 2018.
[5] Substituted by The Companies (Amendment) Ordinance, 2019 dated 12th January, 2019 effective from 2nd November, 2018. Prior to substitution it read as under:-
“If a company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, 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.”
