Companies Act Section 92 — Annual return

CHAPTER VII MANAGEMENT AND ADMINISTRATION

Commercial / Corporate

Summary

Sub-section (1) requires every company to prepare an annual return in the prescribed form, showing details as they stood at the end of the financial year. This return must include particulars about the company's registered office and main business activities, details of its holding, subsidiary, and associate companies, and information about its shares, debentures, other securities, and the pattern of shareholding.

Under clause (d) of sub-section (1), the annual return must list the company's members and debenture-holders, along with any changes in these since the end of the previous financial year. Clause (e) requires similar details for the company's promoters, directors, and key managerial personnel, including any changes since the previous financial year.

Clause (f) of sub-section (1) requires the annual return to include details of meetings of members or a class of members, the Board, and its various committees, along with attendance records. Clause (g) requires information on the remuneration paid to directors and key managerial personnel.

Clause (h) of sub-section (1) requires the annual return to include details of any penalty or punishment imposed on the company, its directors, or officers, along with information on compounding of offences and any appeals made against such penalties. Clause (i) covers matters relating to certification of compliances and disclosures as may be prescribed.

Clause (j) of sub-section (1) requires details, as may be prescribed, about shares held by or on behalf of Foreign Institutional Investors. Clause (k) covers any other matters as may be prescribed. The annual return must be signed by a director and the company secretary, or if there is no company secretary, by a company secretary in practice.

The first proviso to sub-section (1) states that for a One Person Company and a small company, the annual return must be signed by the company secretary, or if there is no company secretary, by the director of the company. The second proviso allows the Central Government to prescribe an abridged form of annual return for One Person Companies, small companies, and such other classes of companies as may be prescribed.

Sub-section (2) requires that the annual return filed by a listed company, or by a company having such paid-up capital or turnover as may be prescribed, must be certified by a company secretary in practice in the prescribed form. This certification must state that the annual return discloses the facts correctly and adequately, and that the company has complied with all the provisions of the Act.

Sub-section (3) states that an extract of the annual return, in such form as may be prescribed, must form part of the Board's report.

Sub-section (4) requires every company to file a copy of the annual return with the Registrar within sixty days from the date on which the annual general meeting is held. If no annual general meeting is held in any year, the return must be filed within sixty days from the date on which the meeting should have been held, along with a statement specifying the reasons for not holding the meeting. The filing must be accompanied by such fees or additional fees as may be prescribed.

Sub-section (5) states that if a company fails to file its annual return under sub-section (4) before the expiry of the specified period, the company and every officer who is in default shall be liable to a penalty of ten thousand rupees. In case of continuing failure, there is a further penalty of one hundred rupees for each day after the first during which the 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.

Sub-section (6) states that 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.

Official Text

(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; 2* * * * *

(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 there in 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 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 3***; 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. 1[Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class of classes of companies as may be prescribed”.]

(2) 2[The annual return, filed by a listed company or, by a company having such paid-up capital 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) 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, 3***. 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 5[ten thousand rupees] and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of 6[two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is an default].]

(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 7[liable to a penalty of two lakh rupees].