Annual Return as per Companies Act 2013

Annual Return as per Companies Act 2013

Section 159,160,161,162 & Schedule V deals with the Annual Return & related Provisions under Companies Act, 1956.

But in Companies Act, 2013 all these Sections are combined together in one Section namely – 92.

MEANING:

Annual return is a yearly statement, required to be filed by every company irrespective of their nature, i.e. private, public, listed, unlisted, or status, i.e. active, dormant or under amalgamation. It is perhaps the most important document required to be filed by every company with the Registrar of Companies. Apart from the Financial Statements, this is the only document to be compulsorily filed with the Registrar every year irrespective of any events / happenings in the company. 

Section 92 of the Companies Act, 2013 requires every company to prepare an annual return, a comprehensive document which contains information of a company relating to its share capital, indebtedness, directors, shareholders, changes in directorships corporate governance disclosures etc.

Annual return in terms of section 92 of the Companies Act, 2013 will be in form MGT 7 and will be applicable for financial years commencing on or after 1st April,
2014

TIME PERIOD:

Earlier in the Companies act, 1956 Annual return was prepared for the period from the date of last AGM to date of current AGM. But there is a major change under Companies Act, 2013 i.e. now Companies are required to prepare Annual Return for the financial year i.e. 1st April to 31st March.

EXTRACT OF ANNUAL RETURN:

As per sub-section (3) of section 92, the companies are also required to prepare extract of Annual Return in Form No. MGT-9 which shall form part of Board’s Report.

FILING OF ANNUAL RETURN WITH THE REGISTRAR (SECTION 

92(4))

The return has to be filed with the Registrar of Companies within 60 days from the date of Annual General Meeting. If the Annual General Meeting is not held in any year, the return has to be filed within 60 days from the date on which Annual General Meeting should have been held together with the statement specifying the

reasons for not holding the Annual General Meeting, on payment of such fee or additional fee as prescribed (Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014, as from the date of Annual General Meeting.

Particulars 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;

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 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 such 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.

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