SECTION-92-ANNUAL RETURN OF COMPANY

ANNUAL RETURN

The annual return is required to be filed by every company in Form No. MGT.7 which includes all the information of the company as of the closure of the financial year.

As per section 92 of Companies Act, 2013, an overview of all the annual returns given in Form No-MGT.9 forms part of the board report.

INFORMATION CONTAINED IN ANNUAL RETURN

The annual return must include the following information about the company as at the end of the financial year;

• The company’s registered office and principal operations, the details of the holding, subsidiaries and its associate’s company;
• All descriptions of the company’s stock, debentures, other securities, and shareholding patterns;
• Indebtedness of companies;
• All the information of the members of the company and the debenture holders and all the improvements since the close of the preceding financial year;
• All the information of company promoters, directors, key managerial personnel and adjustments after the end of the previous financial year;
• All the member’s meeting or a class of members, the Board and all its different committees, along with attendance;
• Details of all the remuneration on company executives and key managerial personnel;
• The penalty levied on the company, its directors or officers, and complete information on the compounding of offenses on it.
• all compliance certification issues, disclosures as may be prescribed;
• Information on the shares owned by or on behalf of Foreign Institutional Investors and their names, addresses, countries of incorporation, registration, and percentage of the shares held by them.

SIGNING AUTHORITY OF ANNUAL RETURN

The annual return is signed by the company’s director and the company secretary. If there is no company secretary of the company, then in such case the annual return is signed by the company secretary in practice.

In the case of a one-person company (OPC), private company (start-up), small company, if the company has appointed the company secretary, then the company secretary signs the annual return and if no company secretary is appointed by the company, then only the company director signs the annual return.

CERTIFICATION OF ANNUAL RETURN

As per section 92 of the Companies Act, 2013 the companies are expected to be approved their annual return by the business secretary in practice. The following company is required by the Company Secretary to certify their annual return—

1. All listed company or
2. A company having paid-up share capital of 10 crore rupees or more or
3. A company having a turnover of 50 crore rupees or more

The certificate is displayed in form no. MGT.8 specifies that the company’s annual return discloses the facts accurately and correctly and that the company’s annual return is in compliance with all the provisions of applicable law.

MAINTENANCE OF RECORD OF ANNUAL RETURN

The company shall maintain the annual return and all the documents relating thereto for a period of eight years from the date of filing by the registrar of the company.

FILING OF ANNUAL RETURN

A copy of the annual return must be submitted to the registrar. The copy must be submitted within 60 days of the date on which the company conducts the annual general meeting.

When a general meeting is not held, within 60 days of the date on which the company should have held the annual general meeting along with a declaration on the basis that the annual general meeting has not been submitted.

EFFECT OF NON-FILING OF ANNUAL RETURN

1. No company shall hold its shares or other securities directly or indirectly unless the company complies with Section 92.
2. No director who has not filed an annual return shall be liable for reappointment for a continuous period of 3 years by the same company or by any other company for a period of 5 years.
3. No Nidhi is allowed to open a branch unless an annual return is submitted to the registrar.
4. The company may be wrapped up on a tribunal appeal if the company has filed an annual return for the past five consecutive years.
5. Changes in the name of a company shall not be approved until the company fails to file an annual return.

PENALTIES FOR NON-FILING OF ANNUAL RETURN

If the company fails to file an annual return, the company is punishable by a nominal fine of 50 thousand rupees and up to Rs. 5,00,000.

And any company official who is liable by default with imprisonment that will run up to 6 months and with a minimum of 50 thousand penalties and up to Rs. 5,00,000 or both.

FREQUENTLY ASK QUESTION

Q1. What is the time period for an annual return to the registrar to be filed?

Ans. An annual return must be filed within 60 days from the conducting of  annual general meeting.

Q2. How long does the annual return record have to be maintained?

Ans. The annual return must be maintained with the registrar for at least 8 years from the filing period.

Q3. If no company secretary exists, then who would sign the company’s annual return?

Ans. If there is no company secretary in the company, then the company secretary in practice sign the annual return. In the case of a one-person company, a private (start-up) company, a small company, only the director signs the annual return.

CS Akshay Gupta is a diligent and innovative qualified Company Secretary, striving in matters related to Corporate Law. Akshay takes a deep interest in corporate, NBFC and FDI matters and his specialization includes corporate Compliance, FEMA Compliances, and NBFC Registration. As a Company Secretary, Akshay is passionate about matters relating to corporate funding, NBFC, and its compliances.

Regards

India financial consultancy private limited

**********************************************************

If this article has helped you in any way, i would appreciate if you could share/like it or leave a comment. Thank you for visiting my blog.

Legal Disclaimer:
The information / articles & any relies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do noy constitute legal advice or legal opinions. The information / articles and any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, i can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information / articles contained without first seeking the advice of a practicing professional.