Annual Return filing Under Companies Act 2013

Sec­tion 92 of Com­pa­nies Act 2013 deals with the annu­al return of a com­pa­ny. Every com­pa­ny shall pre­pare annu­al return in the pre­scribed form con­tain­ing the par­tic­u­lars as they stood on the close of the finan­cial year.

Details to be pro­vid­ed in Annu­al Return

(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;

© 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 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 indi­cat­ing their names, address­es, coun­tries of incor­po­ra­tion, reg­is­tra­tion and per­cent­age of share­hold­ing held by them; and

(k) Such oth­er mat­ters as may be prescribed,

Annu­al Returns to be signed by:

Annu­al Returns to be signed by a direc­tor and the com­pa­ny sec­re­tary, or where there is no com­pa­ny sec­re­tary, by a com­pa­ny sec­re­tary in practice.

Exemp­tion to One Per­son Com­pa­ny and small company 

 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.

Require­ments for List­ed Company

(2) The annu­al return, filed by a list­ed com­pa­ny or, by a com­pa­ny hav­ing such paid-up cap­i­tal and 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.

Annu­al return to be form part of 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.

 

Time Limit/Due date of Fil­ing Annu­al return:

(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.