CORPORATE LAW-II PROJECT

TOPIC- FILING OF ANNUAL RETURNS AND

REPORTS BY A COMPANY

SUBMITTED BY:
Pragalbh Bhardwaj
12/BBA/034
NATIONAL LAW UNIVERSITY, ODISHA

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TABLE OF CONTENTS
INTRODUCTION......................................................................................................................2
Research Methodology...............................................................................................................3
Scope and Significance...........................................................................................................3
Objective.................................................................................................................................3
Research questions.................................................................................................................3
CHAPTERISATION..................................................................................................................4
TIME OF FILING ANNUAL RETURNS.................................................................................5
INFORMATION TO BE FILED................................................................................................6
Other relevant forms that have to be filed..............................................................................6
CHECKING AUTHENTICATION OF ANNUAL RETURNS FILED....................................8
ANNUAL RETURN FOR FOREIGN COMPANIES.............................................................10
CONSEQUENCES OF NOT FILING ANNUAL RETURNS................................................10
Consequences of False Certification by Company Secretary in Practice.............................10
COMPARISON BETWEEN RELEVANT PROVISIONS OF COMPANIES ACT, 1956 AND
COMPANIES ACT, 2013.........................................................................................................12
Conclusion................................................................................................................................14
BIBLIOGRAPHY....................................................................................................................15
CASES..................................................................................................................................15
STATUES.............................................................................................................................15
BOOKS.................................................................................................................................15
MISCELLANEOUS.............................................................................................................15

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INTRODUCTION
Section 159,160,161,162 & Schedule V of Companies Act, 1956 dealt with the Annual
Return & related provisions. However, in Companies Act, 20131 all these sections have been
covered under one broad section, that is, section 92.
There was no default committed by the private or public companies even if they merely filed
the annual returns, according to the provision of Companies Act, 1956. However, under the
Companies Act, 2013, the rule has been made stricter. A company would be committing a
default if it fails in its duty to file the annual report or annual return. Therefore, even if the
company fails to file one of them, it would be in default. Moreover, any person who is
disqualified as a director in a private company is not entitled to hold the post of director in a
public limited company. This provision has also been introduced by the new Act and was not
there in the Companies Act, 1956.
Annual return is a yearly statement which is required to be filed by every company
irrespective of their nature, i.e. private, public, listed, unlisted, or status, i.e. active, dormant
or under amalgamation and function, which highlights the information about companys
various aspects including its composition, activities, and financial position and informs the
investors, consumers, financial institutions, regulator and many others dealing with the firm
about a 'true and fair view' of the state of its affairs in a very comprehensive and crisp
manner. Therefore, it is mandatory for every company to file such an annual return.
An annual return is not to be equated with a tax return. Annual Return is simply a corporate
law requirement and each and every company, irrespective of the nature, has a legal
obligation to file the annual return with the Registrar of Companies.
For a foreign company, it is mandatory to file annual return within a period of sixty days from
the very last day of the financial year along with the fees provided in the Companies
(Registration Offices and Fees) Rules, 2014. This annual return has to be filed with the
registrar. This annual return should contain such particulars of the company as they stood on
the closing day of the financial year.

1 Section 92, Companies Act, 2013.

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RESEARCH METHODOLOGY
Scope and Significance

The present paper focuses on filings that have to be made by a company. The scope of
paper is to cover all the relevant procedures for filling of the annual return i.e. the
process of filling, content of filling, time of filing and consequences of not filling it.
This paper covers section 92 of the companies act 2013 and section 159, 160,161,162
of the companies act 1956.
Objective

This paper aims to critically examine the various facets of the provisions regarding
filing of returns under the new and the old Act. The objective of this project is also to
have in depth knowledge about all the relevant procedure of filling the annual returns.
Research questions
Q.1) What is the information to be filled while filling annual returns and when it is to be
filled?
Q.2) How to check authentication of the Information filed?
Q.3) What is the rule of filling annual returns for foreign companies?
Q.4) What are the consequences of not filling annual return?
Q.5) How are the provisions regarding returns of the new Act different from the old Act?

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CHAPTERISATION
Chapter I- Time of filling annual returns.
This chapter includes the issues relating to the time 0f filling the returns like what is the
deadline of filling return, to whom it should be filled this chapter cover section 92 of the
companies act 2013 and section 159 and 160 of the companies act 2013.
Chapter II Information to be filled.
This chapter discussed about the content of the Information which is to be filled section 92(1)
covers gives the details of information which is to be filed this chapter also includes all the
other relevant forms which is to be filled apart from that which is covered under section 92
of the companies act 2013
Chapter III- Checking authentication of the annual returns filled.
This chapter talks about the matter relating to authentication of the information filled. It gives
clarification about various aspects like who should sign the annual return, certification of the
annual return and also covers the different ways of filling the FIR when the annual general
meeting is held and when annual general meeting is not held.
Chapter IV Annual returns for foreign companies.
This chapter provides information regarding the filling of annual return by the foreign
companies. This chapter also mentions about the changes in procedure due to coming of 2013
act and compared the relevant sections of both the 1956 and 2013 act.
Chapter V- Consequences of not filling annual return.
This chapter covers section 92(5) of the companies act 2013 it explains the different
monetary and penal provisions which is given to the company if the company fails to files its
annual returns.
Chapter VI- Comparison between relevant provisions of the 1956 Act and the 2013 Act.
In this chapter a comparison between the relevant provisions regarding annual returns of
1956 Act and 2013 Act has been done.

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1. TIME OF FILING ANNUAL RETURNS

The Companies Act, 2013 that the information which was there at the end of the financial
year needs to be present. This is one of the major changes which was brought about by the
new Act.
Under the old act of 1956, section 1592& section 1603 provided that the information, as it
stood on the date of the Annual General Meeting, must be present.
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,
within the time as specified, under section 403.4
However, as per third proviso to sub-section (1) to section 96 of the 2013 Act 5, the Registrar
of Companies has the power to extend the time period within which the Annual General
Meeting must be held by a period which is not more than three months. However, sufficient
reasons have to be provided to extend this time limit. In such a situation, there is an
additional three months cooling period added to the sixty days which is ordinarily given for
the filing of annual return.

2Section 159, Companies Act, 1956.

3Section 160, Companies Act, 1956.
4KM Ghosh, Company law, 1927 (14th ed. Vol.2 2012).
5Section 96 (1), Companies Act, 2013.

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2. INFORMATION TO BE FILED
Under the provisions of sub-section (1) to section 92 of Companies Act, 2013, the following
information must be incorporated in the prescribed form such as6:

its registered office, principal business activities, particulars of its holding, subsidiary

and associate companies;

its shares, debentures and other securities and shareholding pattern;
its indebtedness;
its members and debenture-holders along with changes therein since the close of the

previous financial year;

its 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 offences and appeals made against such penalty or punishment;

matters relating to certification of compliances, disclosures as may be prescribed;
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

such other matters as may be prescribed.

6Section 92(1), Companies Act, 2013.

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Other relevant forms that have to be filed

Rule 11(1) of the Companies (Management and Administration) Rules, 2014 provides that
every company shall prepare its annual return in Form No. MGT.7. 7Sub-section (3) to section
928 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 9,
says that an extract of the annual return shall form part of the Boards report and such extract
shall be in Form No. MGT 9.
Pursuant to General Circular No. 22/2014 vide dated 25th June, 2014; MCA has specifically
made it clear that Form No. MGT.7 shall not be made applicable to annual returns with
regard to those companies whose financial year ended on or before 1st April, 2014 and for
annual returns pertaining to earlier years.10
This clearly implies that the companies need to file the annual return according to the form
prescribed under the Companies Act, 1956.
The annual return which is filed needs to be signed by a Director of the company or company
secretary. However, if no company secretary is present, it may be signed by a company
secretary in practice. The format of annual return is in form MGT 7.11
Small companies or one Person Company would have the annual return signed by a company
secretary. However, if there is no company secretary, it would be signed by the Director of
the company. A small company means any company other than a public company with paid
up share capital of up to Rs.50 lakh or having a 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
7 Rule 11 (1), Companies (Management and Administration) Rules, 2014.
8Section 92(3), Companies Act, 2013.
9 Rule 12(1), Companies (Management and Administration) Rules, 2014.
10 General Circular No. 22/2014 vide dated 25th June, 2014.
11 Rule 11 (1), Companies (Management and Administration) Ru1es, 2014.

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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
required for filing of the annual return for such situations is the same, that is, 60 days from
the Annual General Meeting.

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3. CHECKING AUTHENTICATION OF ANNUAL RETURNS FILED

Annual Return shall be signed by

the company secretary, or

In the absence of company secretary, it would be signed by the Director of the
company.

Certification of Annual Return by PCS:

The annual return which is filed by any listed company or a company having paid-up capital
of Rs. 10 Crores or more, or companies having a turnover of Rs. 50 Crores or more, shall be
certified by a PCS in Form No. MGT-8. Moreover, it would state that the annual return which
is being filed correctly discloses all the facts and that the company has complied with all the
provisions of this act.
Therefore, for the above-mentioned companies, signing of the annual return is enough. It is
the task of the PCS to ensure that the said company has not violated any provision of the act.
The Annual Return certification is presently mandatory for listed companies only. This
certification is slowly being extended to other companies which are not listed.
Extract of Annual Return:
An extract of the annual return in Form No MGT-9 shall be attached to and form part of the
Boards report.
Filing of Annual Return:
Every company shall file a copy of the annual return with the Registrar.
If AGM is heldFile Annual Return within 60 days from the date on which the AGM is held or
If no AGM is held in any year-

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Even though no AGM has been held the company has to comply with the requirements of
section 92.12 A person who could have called the meeting by not calling the meeting rely on
his own default and say that because no meeting has been held, he could not file the annual
return.13 In such a case, the Annual Return must be filed within 60 days from the original date
of the Annual General Meeting. Moreover, a statement should also be provided with in regard
to the reasons for not conducting the Annual General Meeting as per the schedule.
It does not matter whether the Annual General Meeting was held or not. The annual return
made up to the due date must be filed within sixty days of the last date on or before which the
meeting should have been held; where the meeting had not been held, the return must specify
the reasons for not holding the meeting.14
Even if no general meeting was held, the annual return has to be filed by the company. Just
because no general meeting was held cannot be a ground for not complying with the
provisions of the section. A person who could have called the meeting cannot, by not calling
the meeting, rely on his own default, and say that because no meeting was he could not file
the annual return. 15
The fact that the company did not function is also not an excuse for not making the filings. 16

12 State of Bombay v. Bhandhan Ram Bhandani, Air 1961 Sc 186

13 State v. Tank colico printers, (1963) 2 Comp LJ 87.
14 Supra at 12.
15 Saraswati Printers Ltd. v. State (1960) 30 Com Cases 523 (Raj).
16Madan Gopal Dey v. Sate of West Bengal AIR 1968 Cal 79.

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4. ANNUAL RETURN FOR FOREIGN COMPANIES

Under the Companies Act, 1956, annual return had to be filed by each and every company
under section 159 or section 160 as the case may be. The same was applicable to the foreign
companies.17 However, the Companies Act, 2013 has brought about a significant change. A
different form needs to be filled by the foreign companies under the provision of Section 384
which is present in Chapter XXII of the Act, and talks about Debentures, Annual return,
Registration of Charges, Books of Account and their inspection.18Section 384(2) deals with
the Annual Return of the Foreign Companies19 and says that the provisions of section 92
shall, subject to such exceptions, modifications and adaptations as may be made therein by
rules made under this Act, apply to a foreign company as they apply to a company
incorporated in India.
Rule 7 of the Companies (Registration of Foreign Companies) Rules, 2014 provides that Every foreign company shall prepare and file, within a period of sixty days from the last day
of its financial year, to the Registrar annual return in Form FC.4 along with such fee as
provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the
particulars as they stood on the close of the financial year.20

17A Ramaiya , Guide to Companies act, 1922(17th ed. 2010).

18Section 384, Companies Act, 2013.
19Section 384 (2), Companies Act, 2013.
20 Rule 7, Companies (Registration of Foreign Companies) Rules, 2014.

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5. CONSEQUENCES OF NOT FILING ANNUAL RETURNS

Section 92(5) has categorized the consequences of non-filing of annual returns into two parts,
namely, monetary provision and penal provision. 21 A company which fails in its duty to file
the annual return under sub-section (4) before the time period mentioned under section 403
would be liable to pay a monetary penalty which could vary from 50,000 to 5, 00,000.
Moreover, every officer of the Company, who is in default, shall be punishable with imprisonment for
a term which may extend to six months. Also, the fine imposed on such an officer shall vary from
50,000 to 5, 00,000.

Consequences of False Certification by Company Secretary in Practice

If the company secretary does not comply with the requirements of this section and certifies
the annual return without complying with the provisions of this section, he shall be punished
with a fine which may vary from 50,000 to 5, 00,000.22
Place of Keeping Annual Returns
Section 94(1) of the 2013 Act says that every company shall keep copies of annual return
filed under Section 92 at its registered office.23
Inspection of Annual Returns
The copies of all the returns can be inspected by any member, debenture-holder, other
security holder or beneficial owner, during business hours without payment of any fees.
Moreover, it can also be inspected by any other person on payment of fees as may be
prescribed.24

21Section 92 (5), Companies Act, 2013.

22Section 92 (6), Companies Act, 2013.
23Section 94 (1), Companies Act, 2013.
24Section 94 (2), Companies Act, 2013.

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6. COMPARISON BETWEEN RELEVANT PROVISIONS OF

COMPANIES ACT, 1956 AND COMPANIES ACT, 2013
1. Under the Companies Act, 2013, the particulars as mentioned under Section 92 are to be
filed as on closing of the financial year not as on date of Annual General Meeting as was a
requirement under the 1956 Act.
2. A matter in respect of which information has to be provided is enlarged under new Act. 25
The followings are the new requirements

Meetings of members or a class thereof, Board and its various committees along with
attendance details.

Remuneration of directors and key managerial personnel. Penalties or punishments

imposed on directors/officers or on company, steps taken for compounding or appeals
made against alleged offence.

Details of 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.

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.

Any other matters as may be prescribed.

3. Annual return for One Person Company (OPC) and Small Company.
4. Segregation of Annual Return Forms.

25 Section 92, Companies Act, 2013.

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5. An extract of the annual return in Form No. MGT.9 shall be annexed to the Directors
Report.26
6. Companies whose paid-up share capital of `Ten crore or more or turnover of `Fifty crore or
more is required to obtain a certificate from Company Secretary in Practice.
7. Penalty has been substantially increased. As already mentioned above, fine shall not be less
than Rs.50,000/- but which may extend to Rs.5,00,000/-.
8. Company Secretary and Company Secretary in Practice brought under penal jurisdiction.
9. The certification requirement under the Act of 2013 extends to the unlisted companies
having PSC of Rs.10 Crores or more or turnover of Rs.50 Crores or more.

26 Section 134(3)(a), Companies Act, 2013.

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CONCLUSION
New provisions have made it more comprehensive one albeit it has reduced the period, by
deviating the date on which data must be captured, i.e. As on AGM to As on Closing of
Financial Year. By doing so, Government has tried to treat every company at par and even
availability of almost all those information which a listed company incorporates in its Annual
Report in public domain. This will help to curb the irregularity of Private companies which
reluctant to share their information. However, this will be the repetition of information in
case of listed companies.
Since, information provided under Annual return is linked to the closing of financial year
date, the time period of 60 days from the date of AGM to file annual return has no relevance.
Annual Return can be filed immediately after the closing of financial year, without waiting
for AGM. This provision requires a reconsideration.
It cast huge responsibility on in house Company Secretaries and Company Secretary in
Practice to check not only the veracity of contents of Annual Return but also confirm the
compliance of the provision of the Act in letter spirit. Professional need to be more alert and
well equipped with the provision of the Act and bound to exercise their diligence for avoiding
any penalties as they have been substantially increased in the 2013 Act.

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BIBLIOGRAPHY
CASES
1.
2.
3.
4.
5.

State v. Tank colico printers, (1963) 2 Comp LJ 87.

State of Bombay v. Bhandhan Ram Bhandani AIR 1961 SC 186.
Saraswati Printers Ltd. v. State (1960) 30 Com Cases 523 (Raj).
Madan Gopal Dey v. State of West Bengal AIR 1968 Cal 79.
State of Bombay v. Bhandhan Ram Bhandani, Air 1961 Sc 186.

STATUES
1.) Companies Act, 2013.
2.) Companies Act, 1956.
BOOKS
1.) A Ramaiya , Guide to Companies Act (17th ed. Vol.2 2010).
2.) KM Ghosh, Company law, 3565 (14th ed. Vol.2 2012).
MISCELLANEOUS
1) Companies (Registration of Foreign Companies) Rules, 2014.
2) General Circular No. 22/2014 vide dated 25th June, 2014.
3) Companies (Management and Administration) Ru1es, 2014.

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