Introduction:
Annual return is the snapshot of certain company information as they stood on the close of the financial year.
Section 92 of the Companies Act, 2013 deals with Annual Return of the Company.
Objective of Filing the return:
The basic purpose of filing annual return with the Registrar of Companies (‘ROC’) is to provide the annual information about the Company to the ROC and its members about the Company’s general compliances.
It is the responsibility of the management to file the annual return with the ROC.
Preparation of Annual Return:
Every company shall prepare an Annual Return in Form No. MGT-7 containing the particulars as they stood on the close of the financial year.
Contents of Annual Return:
- its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
- its shares, debentures and other securities and shareholding pattern;
- its indebtedness;
- its 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, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
- matters relating to certification of compliances, disclosures as may be prescribed;
- 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
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such other matters as may be prescribed.
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 Practicing Company Secretary (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 of Annual Return by PCS:
The annual return, filed by a listed company or, by a Company having paid-up capital of Rs.10 Crores or more OR turnover of Rs.50 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.
Extract of Annual Return:
An extract of the annual return in Form No MGT-9 shall form part of the Board’s report.
Filing of Annual Return:
Every company shall file a copy of the annual return with the Registrar.
If AGM is held-
File annual return within 60 days from the date on which the AGM is held or
If no AGM is held in any year-
File annual return within 60 days from the date on which the AGM should have been held together with the statement specifying the reasons for not holding the AGM with such fees or additional fees as may be prescribed, within the time as specified, under section 403.
Inspection of Annual Return:
Copies of annual return shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.
Reasonable time of not less than two hours on every working day shall be considered by the company.
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 eight ( 08 ) years from the date of filing with the Registrar.
Copies of Annual Return:
Copies of the annual return shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company.
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 ROC an 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.
Penalty for non-compliance:
| Company | Fine which shall not be less than Rs. 50,000/- but which may extend to Rs. 5,00,000/- |
| Officer | Imprisonment for a term which may extend to six (06) months or Fine which shall not be less than Rs. 25,000/- but which may extend to Rs. 5,00,000/- or with both. |
| PCS | Fine which shall not be less than Rs. 50,000/- but which may extend to Rs. 5,00,000/- |
Changes in Annual Return:
| Details | Companies Act, 1956 | Companies Act, 2013 & Rules, 2014 |
| Provisions | Section 159,160,161,162 & Schedule V | Section 92 & Rule 11(1) of the Companies (Management and Administration) Rules, 2014 |
| Return in Question | As per Sec.159(1), if any of the five (05) 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 | Listed Company-has to be signed by two directors and PCS.
Other Companies- has to be signed by two directors and by CS, if there is a CS in the Company. |
Has to be signed by a director and CS, or where there is no CS, by a PCS. |
| Certificate by PCS | No such requirement. | This requirement extended to the listed & unlisted companies having paid up share capital of Rs. 10 Crores or more or turnover of Rs. 50 Crores or more. |
| Extract of Annual Return – part of Directors Report | 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/- |
Note: The Ministry of Corporate Affairs has issued a notification regarding the filing of Form MGT-7 for filing Annual Return. As per the general circular, Ministry has extended the time for filing the Annual Return upto 31st October 2015 without any additional fees as the form is yet to be introduced.
Disclaimer: The entire contents of this document have been developed on the basis of relevant information and are purely the views of the authors. Though the authors have made utmost efforts to provide authentic information however, the authors and the company expressly disclaim all and any liability to any person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this document.