Section 92: Annual Return Provisions

Last Updated On: Aug. 17, 2020, 6:34 p.m.



Every Company under section 92 of the Companies Act,2013 has to prepare an annual return. The annual return is an important document required to be filed by every company with the registrar of the companies.

It is a comprehensive document that gives extensive disclosure and greater insight into Non-Financial matters of the company and people behind the company.


The Contents of Annual Return:

  • Companies Registered office
  • principal of business activities

particulars of its holding, subsidiary and associate companies

  • Companies shares, debentures, and other securities and shareholding pattern
  • Indebtedness
  • Members and debenture-holders along with changes therein since the close of the previous financial year
  •  Companies promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year
  • Meetings of members or a class thereof, Board and its various committees along with attendance details
  • Remuneration of directors and key managerial personnel
  •  Penalty or punishment imposed on the company, its directors or officers and details of compounding of offenses and appeals made against such penalty or punishment
  • Information relating to certification of compliances, disclosures as may be prescribed
  • Details 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.



Under section 92 of the Companies Act 2013, the Annual return is required to be signed both by the Director and the Company Secretary, in case there is no Company Secretary PCS can sign.

The Annual Return of One Person Company and Small Company shall be signed by the Company Secretary or where there is no company secretary, by the director of the company.



The certificate states that the annual return discloses the facts correctly that the company has complied with all the provisions of this Act.

Section 92(6), if a PCS certifies the annual return otherwise than in conformity with the requirements of section 92 or the rules made thereunder, he shall be punishable with fine which shall not be less than Rs. 50,000 but which may extend to Rs. 5 lakh.

Certification of Annual Return U/S 92(2)of the Act read with rule 11(2) of the Companies (Management and Administration) Rules, 2014:

  • The Annual Return of
  • a listed company or
  • a company having a paid-up share capital of Rs. 10 Crores or more or turnover of Rs. 50 Crores or more shall be certified by a PCS in the Form No. MGT-8.



  • The return has to be filed with the Registrar of Companies within 60 days from the date of the Annual General Meeting.
  • If the Annual General Meeting is not held in any year, the return has to be filed within 60 days from the date on which Annual General Meeting should have been held together with the statement specifying the reasons for not holding the Annual General Meeting, on payment of such fee or additional fee under section 403.
  • Extract of Annual Return in FORM MGT 9 extract of the Annual Return, which shall be the part of the Board’s Report shall be signed by the Chairperson of the company, if he is authorized by the Board to do so, or where he is not so authorized, by at least two directors, one of whom shall be a managing director, or by the director where there is one director Section 134(6). 

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