Annual Return
Annual Return is a publicly available document prepared by a company every year with the information available as at the close of the financial year, to be filed with the Registrar of Companies. It is not a financial document rather it contains general information about the company, its members, activities of the company & other useful information. It is required to be prepared by every company. Under section-92 of the Companies Act, 2013 deals with the annual return of the company.
Contents of Annual return
The annual return of a company shall contain the following details:
- Details of its Registered office.
- Principal Business activities.
- Details of holding, subsidiary, and associate companies.
- Details of members, debenture holders, and other security holders & their shareholding pattern.
- Particulars of promoters, directors, and Key Managerial Personnel (KMPs).
- Details of Board Meetings & committee meetings and their attendance particulars.
- Details of the meeting of members or class thereof along with attendance particulars.
- Particulars of remuneration of directors & KMPs.
- Details of any penalty or punishment imposed on the company, its directors & officers.
- Details of compounding or appeals.
- Details of shares held by or on behalf of Foreign Institutional Investors (FIIs).
- Such other particulars as may be prescribed.
Format of Annual Return
The format of the Annual return is e-Form MGT-7. This form is available for download on the MCA website. An annual return is required to be filed by the company to the Registrar within 60 days from the date of the AGM or within 60 days from the date on which it should have been held.
The signing of Annual Return
Annual Return shall be signed by a director and the Company Secretary of the Company or in case of absence of the 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.
Certification by Practicing Company Secretary:
The annual return, filed by a listed company or, by a company having such paid-up capital of Rs.10 Crores and turnover of Rs.50 Crores or more shall be certified by a Practicing Company Secretary 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.
Preservation of annual return:
Copies of all annual returns and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with the Registrar.
Penalty
Company and its every officer who is in default shall be liable to a penalty of ₹10,000 and in case of continuing failure, with further penalty of ₹100 for each day during which such failure continues, subject to a maximum of ₹2 Lakhs in case of a company and ₹50,000 in case of an officer who is in default
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 ₹2 Lakhs.
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