Annual Return Section 92 and 94

What is Annual Return with ROC (Form MGT-7/ MGT-7A)

 

Form of Annual Return and Signing of Annual Return

1.OPC and Small Company : 

• CG has prescribed abridged annual return in Form MGT-7A for OPC & small company. Annual Return shall be signed by director and CS of company [if there is no CS, by CS in practice].

2.Other Company: 

• Annual Return shall be signed by CS or director [if there is no CS].
• File annual return in Form MGT-7.

Note: For private company (which is a start-up and have not committed default u/s 92 & 137), annual return shall be signed by CS or director [if no CS].

Annual Return shall contain following particulars as at close of FY:

• Its registered office, principal business activities and particulars of holding, subsidiary & associate companies,
• Its shares, debentures & other securities and shareholding pattern,
• Details of shares held by or on behalf of Foreign Institutional Investors,
• Its members, debenture-holders, promoters, directors & KMP (along with changes since last FY),
• Remuneration of directors & KMP,
• Meetings of members, BOD and various committees (along with attendance details),
• Punishment imposed on company, directors or officers and details of compounding of offences and appeals made against punishment,
• Matters relating to certification of compliances and prescribed disclosures, 
• other prescribed matters

Place of keeping Return and Preservation Period of Return [Section 94]:

 Copies of Annual Return shall be kept at: Registered office, or

 Other place in India where > 1/10 of members as in register resides (if approved by SR).

Copies of all annual returns and certificates & documents annexed to it shall be preserved for 8 years from filing with ROC.

Certification and placing on website & BOD Report:

• Annual Return filed by listed company or company having paid-up share capital of 10 crores or turnover of 250 crores shall be certified by CS in practice (in Form MGT-8) stating that annual return discloses facts correctly & adequately and company has complied with all provisions.
• Company shall place copy of annual return on its website and web-link of such annual return shall be disclosed in BOD report.

Annual Return filed with ROC:

• Copy of annual return shall be filed with ROC within 60 days of AGM [IF AGM not held, filed within 60 days from date by which AGM should have been held, along with reasons for not holding AGM]. 

Inspection, Extract and Copies of Annual Return [Section 94]:

Copies of all returns shall be open for inspection during business hours as BOD decides (but not

 < 2 hours) on every working day by:

• Member, debenture holder, other security holder or beneficial owner (without fees), and

• Any other person on payment of fees specified in AOA (but≤50 for each inspection).

Such persons can also take extracts (without fee), or copy with fees 10 per page (copy shall be supplied within 7 days of deposit of fee).

Note:

 i) If inspection, extract or copy is refused, company & officer in default is liable to penalty 1,000 per day during which failure continues (for each default) subject to maximum 1 lakh.

 (ii) CG (power delegated to RD) may direct immediate inspection or direct that extract shall be allowed to be taken by person requiring it.

Punishment for default :

If company fails to file annual return with ROC

• Company and Officer in Default: Penalty of 10,000 & further penalty  Rs. 100 per day during which failure continues [subject to maximum 2 lakhs for company & 50,00 for officer in default
• If CS in practice defaults in certifying annual return, he shall be liable to penalty of 2 lakhs.

Summary of Annual Return 

Sign on Annual Return	Ø  OPC & Small company – AR to be signed by CS. Where there is no CS by director. Ø  Other companies – By a director + CS (where no CS ,by CS in practice.
Form for AR	Ø  Other companies -MGT-7 Ø  OPC & Small company -MGT-7A
AR to be certified by CS in practice	AR filed by: Ø  Listed company Ø  Company having PUSC not less than 10 crore or turnover not less than 50 crore shall be certified by CS in practice in Form MGT-8 stating that. Ø  AR discloses the facts correctly and adequately and Ø  Company has complied with all the provision of this Act.
Place on Website	Ø  AR on website of company and web link thereof- Disclose in BOD’s report.
File with ROC [Section 96(4)]	Every company shall file with registrar a copy of AR+Fees: Ø  Within 60 days from date on which AGM is held or Ø  Where no AGM is held in a year, within 60 days from date on which AGM should have been held+ statement specifying reasons for not holding AGM
Penalty	Ø  Company fails to file AR within prescribed time, penalty of : Ø  Company- Rs. 10000+ Rs. 100/- day upto max Rs.2 Lakhs Ø  Officer in default- Rs.10000/- up to max Rs. 50000/-
Penalty on CS in Practice	Ø  If CS in practice certifies the Annual return otherwise than in conformity with the requirement of this section, he shall be liable to a penalty of Rs. 2 lakhs.

Note : AR means: Annual return