Amended and updated notes on section 92 of Companies Act 2013 as amended by the Companies (Amendment) Act, 2020. Detail discussion on provisions and rules related to annual return.
Chapter VII (Sections 88–122) of the Companies Act, 2013 (CA 2013) deals with the provisions related to management and administration. Section 92 of CA 2013 provides for annual return.
Recently, we have discussed in detail section 91 (Power to close register of members or debenture holders or other security holders) of CA 2013. Today, we learn the provisions of section 92 of Companies Act 2013 read with the Companies (Management and Administration) Rules, 2014 and the Companies (Registration Offices and Fees) Rules, 2014.
Section 92 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification shall come into force from 1st April, 2014 i.e. the commencement date of section 92 is 01-04-2014.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | VII |
| Chapter Name | Management and Administration |
| Section No. | 92 |
| Section Name | Annual return |
| Monthly Updated Edition | Company Law PDF |
Section 92 of Companies Act 2013: Annual return
Section 92 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.
Section 92(1) of Companies Act
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—
- (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) [Omitted w.e.f. 5th March 2021]; See Companies (Amendment) Act 2017 commencement notification dated 05.03.2021.
- (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; 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, small company and private company (if such private company is a start-up), the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.
Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed.
[Second proviso of sub-section(1) of section 92 has been newly inserted w.e.f. 5th March, 2021 vide the Companies (Amendment) Act, 2017 commencement notification dated 05.03.2021]
Section 92(2) of Companies Act
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.
Section 92(3) of Companies Act
Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report. [Sub-section (3) of section 92 was substituted by the Companies (Amendment) Act, 2017 w.e.f. 28th August, 2020 vide Notification S.O. 2920(E) dated 28.08.2020]
Section 92(4) of Companies Act
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.
Section 92(5) of Companies Act
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 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 two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default.
Section 92(6) of Companies Act
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 two lakh rupees..
[Sub-section (5) and (6) of section 92 was amended w.e.f. 21.12.2020 by the Companies (Amendment) Act, 2020]
Exception/ Modification/ Adaptation:
1) In case of a Specified IFSC public company, sub-section (3) of section 92 shall not apply. –Notification No. G.S.R. 08(E) dated 4th January, 2017.
2) In case of a Specified IFSC private company, sub-section (3) of section 92 shall not apply. –Notification No. G.S.R. 09(E) dated 4th January, 2017.
3) Clause (g) of sub-section (1) of section 92 shall apply to private companies which are small companies. –Notification No. G.S.R. 583(E) dated 13th June, 2017.