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Section 92

Annual return

Regulation 34 , 53 , 71 of LODR

(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 company and associate companies;
(b)
its shares , debenture 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
(h)
penalty or punishment imposed on the company, its directors or officer 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 :
Proviso

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.

Proviso

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.

Proviso

Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed”.

(2)
The annual return, filed by a listed company or, by a company having such paid-up capital and or turnover as may be prescribed, 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)
Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board's report.
(3)
An extract of the annual return in such form as may be prescribed shall form part of the Board’s report.
(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 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 ten thousand rupees fifty thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default five lakh rupees.
(5)
If a company fails to file its annual return under sub-section (4), before the expiry of the period specified therein 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 liable to a penalty of two lakh rupees punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees .
Notes, amendments & references (27)

Refer rule 11 of the Companies (Management and Administration) Rules, 2014.To view the rule, Click Here

(c) its indebtedness; Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018 w.e.f. 05.03.2021. To view the Amendment Act, Click Here and to view the commencement notification Click Here

g ) Remuneration of directors and key managerial personnel Clause (g) shall apply to Private Companies which are Small Companies as- (g) aggregate amount of remuneration drawn by directors. Inserted vide exemption notification for Private Companies dated 13th June, 2017.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies 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)

Inserted vide notification dated 13th June, 2017. To view the notification, Click Here

Refer Rule 11 Companies (Management and Administration) Rules, 2014.To view the rule, Click Here

indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018 w.e.f. 05.03.2021. To view the Amendment Act, Click Here and to view the commencement notification Click Here

Provided that Substituted vide exemption notification for Private Companies dated 13th June, 2017.

To view the notification, Click Here

Provided further that Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018 w.e.f. 05.03.2021. To view the Amendment Act, Click Here and to view the commencement notification Click Here

Replaced vide order S.O 1177(E).To view the order, Click Here

Notified vide MCA notification dated 28.08.2020 w.e.f. 28.08.2020. To view the commencement notification, Click Here

Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, but not notified. To view the notification, Click Here

Sub-section (3) is not applicable for IFSC Private and IFSC Public company vide GSR 8(E)and GSR 9(E) dated 04.01.2017.To view the notification Click Here

Refer rule 12 of the Companies (Management and Administration) Rules, 2014.To view the rule, Click Here

sixty days Refer General Circular No. 01/2022- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 14.02.2022. To view the circular, Click Here

Refer General Circular No. 22/2021- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 29.12.2021. To view the circular, Click Here

Refer General Circular No. 17/2021- Relaxation in levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL and Non-XBRL and MGT 7 and 7A for year ended 31.03.2021 dated 29.10.2021. To view the circular, Click Here

MCA has extended the last date to file Form AOC-4, AOC (CFS) AOC-4 XBRL upto 30.11.2019 and Form MGT-7 upto 31.12.2019 for the Financial Year ended 31.03.2019 vide its Circular dated 29.10.2019. To view the Circular. Click Here .

Extension of due date to file Form AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 for FY ended 31.03.2018 upto 31.12.2018 vide General Circular dated 29.10.2018. To view the Circular, Click Here

MCA vide General Circular 15/2015, 12/2016 and [14/2016 (for the State of J &K )] Relaxed the additional fees and granted extension of last date of fliling of AOC-4, AOC-4 XBRL and MGT-7 E-Forms under the Companies Act, 2013. To view the clarification, Click Here

Refer rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014. To view the rule, Click Here

within the time as specified, under section 403. Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

To view the notification of Companies Amendment Act,2017 Click Here

(5) Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .

Substituted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 21.12.2020. To view the Act, Click Here . To view the commencement notification, Click Here .

therein Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here