Annual Return under Section 92 of Companies Act, 2013
About Annual Return

Under section-92 of the companies act, 2013 deals with the annual return of the company. Every company needs to file this with the ROC within 60 days from the date of AGM of the company.

Preparation of Annual Return-

Every company shall prepare Annual Return in Form No.MGT-7. Particulars of Annual Return:

Details of the registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
Details of shares, debentures and other securities and shareholding pattern; its indebtedness;
Details of 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,
Details of the directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them
Authentication of Annual Return:

All Companies (Except OPC)

Annual Return shall be signed by:

– A director and the company secretary, or

– Where there is no company secretary, by a PCS

OPC and small company

Annual Return shall be signed by –

– The company secretary, or

– Where there is no company secretary, by the director of the company.

Certification by PCS:

The annual return, filed by a listed company or, by a company having such paid-up capital of Rs.5 Crores and turnover of Rs.25 Crores or more shall be certified by a PCS in Form No. MGT-8 stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

Annual Return by Foreign Company:

Every foreign company shall prepare and file, within a period of sixty days from the last day of its financial year, to the Registrar annual return in Form FC.4 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars as they stood on the close of the financial year.

Preservation of annual return:

Copies of all annual returns and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with the Registrar.

Comparison:

Details Companies Act,1956 Companies Act,2013
Provisions Sec. 159,160,161,162 & Schedule V Sec.92, & Form 7.7 along with 7.8
Return in
Question

As per Sec.159(1), if any of the 5 immediately preceding returns has given the full particulars required as to past and present members and the shares held and transferred by them, the return in question may contain only changes in those particulars. No Such Provision
Certification Certification of Annual Return by a Secretary in Whole-time practice in case of Listed Companies. This requirement extend to the unlisted companies having PSC of Rs.5 Crs and turnover of Rs.25 Crs.
Extract of AR –
part of BOR

No Such Provision An extract of Annual Return shall form part of Board’s Report.
Penalty for
PCS

No Such Provision Fine which shall not be less than Rs.50,000/-
but which may extend to Rs.5,00,000/-

Penalty:

On Company-Fine which shall not be less than Rs.50, 000/- but which may extend to Rs5, 00,000/-

On Officer- Imprisonment for a term which may extend to 6 months or Fine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- or with both.

On PCS- Fine which shall not be less than Rs.50, 000/- but which may extend to Rs.5, 00,000/–

(Author Ankita Chopra is Partner at Whitte Collar Legal LLP and can be contacted at whitecollarlegal@gmail.com)