Annual Return under Sec.92 of CA,2013 &Rules 2014

Annual Return under Sec.92 of CA,2013 &Rules 2014

CS. Kutralanathan, Company Secretary

Introduction:

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.

Preparation of Annual Return:

Every company shall prepare a return (hereinafter referred to as the annual return) in

Form No.MGT-7 containing the particulars as they stood on the close of the financial year.

Particulars of Annual Return:

Following details must be included in 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;

·         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

·        *  such other matters 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

It is believed that this authentication is inserted for Companies which does not require to appoint a Company Secretary & this is similar to the Secretarial Compliance certificate issued earlier. 

  

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.

It may be noted that currently Annual return certification is required only for Listed Companies and now it is being introduced for other unlisted Companies with paid up capital and turnover as mentioned above.

Extract of  Annual Return:

An extract of the annual return in Form No MGT-9 shall form part of the Board’s report.

Filing of Annual Return:

 Every company shall file a copy of the annual return with the Registrar.

If AGM is held-

 File AR within 60 days from the date on which the AGM is held or

If no AGM is held in any year-

File AR within 60 days from the date on which the AGM should have been held together with the statement specifying the reasons for not holding the AGM with such fees or additional fees as may be prescribed, within the time as specified, under section 403.

Inspection of Annual Return:

Copies of  Annual return shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.

Reasonable time of not less than two hours on every working day shall be considered by the company

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.

Copies of Annual Return:

Copies of the Annual return shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company.

Annual Return by Foreign Company:

Every foreign company shall prepare and file, within a period of sixty days from the last day of its financial year, to the Registrar annual return in Form FC.4 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars as they stood on the close of the financial year.

Penalty:

Company	Fine which shall not be less than Rs.50,000/- but which may extend to Rs5,00,000/-
Officer	Imprisonment for a term which may extend to 6 months or Fine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- or with both.
PCS	Fine which shall not be less than Rs.50,000/- but which may extend to Rs.5,00,000/-

Changes in Annual Return:

Details	Companies Act,1956	Companies Act,2013 &Rules,2014
Provisions	Sec. 159,160,161,162 & Schedule V	Sec.92, & Form MGT-7 along with MGT-.8
Particulars	·         Registered office, ·         ROM, ·         RODh, ·         Shares & Debentures, ·         Indebtness ·         Members and Debentureholders past and present, ·         Directors,MDs,Mgrs,CS past and Present	Refer the Particulars of Annual Return Highlighted above ie: Under the earlier Heading “particulars of Annual return”
Return in Question	As per Sec.159(1), if any of the 5 immediately preceding returns has given the full particulars required as to past and present members and the shares held and transferred by them, the return in question may contain only changes in those particulars.	No Such Provision
Certification	Certification of Annual Return by a Secretary in Whole-time practice in case of Listed Companies.	This requirement extend to the unlisted companies having PSC of Rs.10 Crs or more or turnover of Rs.50 Crs or more.
Extract of AR – part of BoR	No Such Provision	An extract of Annual Return shall form part of Board’s Report.
Penalty for PCS	No Such provision	Fine which shall not be less than Rs.50,000/- but which may extend to Rs.5,00,000/-