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Annual Returns under Companies Act, 2013

The annual returns of shareholders, directors and debts which was made out in Schedule V and covered by section 159 to section 162 of the Companies Act, 1956 is now covered by section 92 of the Companies Act, 2014 and Rule 11 of the Companies (Management and Administration) Rules, 2014

Section 92 of the Act

1) The annual return is now required to be made as at the close of the financial year instead of as at the AGM date as hitherto;

2) It contains substantially more information than what was covered by Schedule V. It covers the following information, viz.

(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,

The annual return is required to be signed by a Director AND company secretary or where there is no company secretary, by a company secretary in practice. The format of annual return is in form MGT 7.

A One Person Company and a small company shall have its annual return signed by a company secretary or where there is no company secretary by a Director of the company. 

Small company means a company other than a public company with paid up share capital of upto Rs.50 lakhs OR turnover of Rs.2 crores. The government may specify higher limits for a small company but it cannot exceed paid up share capital of Rs.5 crores or turnover of Rs.20 crores. 

The annual return by a listed company or a public company with paid up share capital of Rs.10 crores or more OR turnover of Rs.50 crores or more shall be mandatorily certified by a Company Secretary in Practice and the Certificate shall in form MGT 8.

An extract of the annual return is required to be attached to and shall form part of the Board report. This form of annual return is in form MGT 9.

The time period for filing the annual return is the same as at present i.e. within 60 days from the date of the annual general meeting. 

To summarise, Annual Return of 

One Person Company/ Small company – to be signed by the Company Secretary and in its absence, Director. 

Companies with paid up capital between Rs.50 lakhs and upto Rs.10 crores OR turnover upto Rs.50 crores – Director and Company Secretary and where there is no Company Secretary, by Company Secretary in Practice.

Listed companies and companies with paid up capital above Rs.10 crores or turnover above Rs.50 crores – certification by a Company Secretary in Practice.   

Section 93

Every listed company is also required to file a return in form MGT.10 regarding changes in the shareholding of promoters and top ten shareholders within 15 days of such change. This is a new requirement under the Companies Act. 

 

 

 

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