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.
(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;
(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 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.