Section 92: Annual return
This section is for requiring companies to prepare and file annual returns with the Registrar, including details about the company's activities, shares, members, and directors.
Penalty
(5) If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of 5[ten thousand rupees] and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of 6[two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is an default].]
(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 7[liable to a penalty of two lakh rupees].
The section, clause by clause
What the section says
In plain terms
(1)Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding—
Every company must prepare an annual return with details about its office, business activities, shares, members, directors, and other prescribed matters, signed by a director and company secretary, as of the close of the financial year.
(1)(a)its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
(1)(b)its shares, debentures and other securities and shareholding pattern; 2*
(1)(d)its members and debenture-holders along with changes therein since the close of the previous *
(1)financial year;
(1)(e)its promoters, directors, key managerial personnel along with changes there in since the close of the previous financial year;
(1)(f)meetings of members or a class thereof, Board and its various committees along with attendance details;
(1)(g)remuneration of directors and key managerial personnel;
(1)(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;
(1)(i)matters relating to certification of compliances, disclosures as may be prescribed;
(1)(j)details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors 3***; and
(1)(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:
provisoProvided 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. 1[Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class of classes of companies as may be prescribed”.]
(2)2[The annual return, filed by a listed company or, by a company having such paid-up capital or 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.
A listed company or a company with prescribed paid-up capital or turnover must have its annual return certified by a company secretary in practice, stating that the return is correct and the company has complied with the Act.
(3)An extract of the annual return in such form as may be prescribed shall form part of the Board’s report.
An extract of the annual return must be included in the Board's report.
(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, 3***.
Every company must file a copy of the annual return with the Registrar within 60 days of the annual general meeting, or if no meeting is held, within 60 days of when it should have been held, with prescribed fees.
(5)If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of 5[ten thousand rupees] and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of 6[two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is an default].]
(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 7[liable to a penalty of two lakh rupees].
If a company secretary in practice incorrectly certifies an annual return, they will be liable to a penalty of two lakh rupees.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 29 of 2020, s. 19, for sub-section (11) (w.e.f. 21-12-2020).
- 2. Clause (c) omitted by Act 1 of 2018, s. 23 (w.e.f. 5-3-2021).
- 3. The words “indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them” omitted by s. 23, ibid (w.e.f. 5-3-2021).
- 1. Ins. by Act 1 of 2018, s. 23 (w.e.f. 5-3-2021).
- 2. Subs. by S.O. 1177 (E), dated 29th April, 2014 for certain words (w.e.f. 29-4-2014).
- 3. The words “within the time as specified, under section 403” omitted by Act 1 of 2018, s. 23 (w.e.f. 7-5-2018).
- 4. Subs. by Act 22 of 2019, s. 15, for sub-section (5) (w.e.f. 2-11-2018).
- 5. Subs. by Act 29 of 2020, s. 20, for “fifty thousand rupees” (w.e.f. 21-12-2020).
- 6. Subs. by s. 20, ibid., for “five lakh rupees” (w.e.f. 21-12-2020).
- 7. Subs. by s. 20, ibid., for “punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees” (w.e.f. 21-12-2020).
- 8. The words “and the Registrar has been given a copy of the proposed special resolution in advance” omitted by Act 1 of 2018, s. 25 (w.e.f. 13-6-2018).
- 9. The proviso ins. by Act 1 of 2018, s. 25 (w.e.f. 13-6-2018).
Referred to by
s. 2 Definitionss. 70 Prohibition for buy-back in certain circumstancess. 94 Place of keeping and inspection of registers, returns, etcs. 134 Financial statement, Board’s report, etcs. 384 Debentures, annual return, registration of charges, books of account and their inspections. 403 Fee for filing, etcs. 454 Adjudication of penalties
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.