[Notification Date: 26.03.2014; Effective from: 01.04.2014]
Section 92- Annual return. [Corresponds to Section 159 to 162 of the Companies Act, 1956]; [Relevant Rule: 11,12 of The Companies (Management and Administration) Rules, 2014]
(1) Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form - [Rule 11(1)] containing the particulars as they stood on the close of the financial year regarding—
(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,
and signed by a director and the Company Secretary, or where there is no 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.
(2) 1[The annual return, filed by a listed company or, by a company having such paid-up capital or turnover as may be prescribed - [Rule 11(2)], shall be certified by a Company Secretary in practice in the prescribed form - [Rule 11(2)] stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
1Substituted for “ The annual return, filed by a listed company or, by a company having such paid-up capital and turnover as may be prescribed” by the Companies (Removal of Difficulties) Second Order, 2014, S.O. 1177 (E), dated 29.04.2014 w.e.f 29.04.2014.]
(3) An extract of the annual return in such form as may be prescribed- [Rule 12(1)] shall form part of the Board’s Report. [sub-section (3) shall not apply to the unlisted public company which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 (28 of 2005) read with the Special Economic Zones Rules, 2006 -Notification G.S.R. 08(E) dated 04.01.2017]
(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 - [Rule 12(2)], within the time as specified, under section 403.
(5) If a company fails to file its annual return under sub-section (4), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.
(6) 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 punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.