PRESENTATION & FILING OF ANNUAL RETURN

Introduction:

In this article the provisions relating to Annual Return are highlighted for the benefit of readers. The companies Act, 2013 has added more impetus to it by incorporating some new requirements which are discussed in this article.

Definition:

Annual Return is defined as a yearly statement which gives essential information about the firm’s composition, activities and financial position and which must be filed by every active incorporated or registered firm with an appropriate authority.

Importance Of Annual Return:

Annual Return is an important document just like an audited annual accounts designed to provide 6information to members/other stakeholders about the company, promoters, members, meetings and remuneration of Directors and key managerial persons.
Its importance will be obvious from the fact that every company has to make arrangements to make Annual Return available for inspection by any member or debenture holder without payment of fee during working hours of the company.

What does it contain:

As per section 92 of Companies Act, 2013-
3Every company shall prepare a 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 and 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
k) such other matters as may be prescribed.

Filing of Annual Return:

Every company shall file with the Registrar a copy of the annual return in Form No. MGT. 7 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. And annual return of a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8.

Signatories:

Annual Return shall be signed by a director and the company secretary, or where there is no

8company secretary, by a company secretary in practice.

In relation to One Person Company and small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.

The annual return, filed by a listed company or, by a company having such paid-up capital and 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.


Penalty:

If a company fails to file annual return with Registrar of Companies (ROC) within specified time (i.e. within 60 days from the date of annual general meeting), additional fee is required to be paid and if the same has not been filed within the time specified under section 403 of the companies act, 2013, it shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both. The company shall be liable to pay additional fees till the default continues. The company and the officers of the company who are in default, shall, without prejudice to the liability for payment of fee and additional fee, be liable for the penalty or punishment provided under this Act.

Conclusion:

Penalty has been substantially increased by the companies act, 2013 and company secretary in practice has to certify that the company has complied with all the provisions of the act. Scope of verification by practicing company secretary is enlarged as he/she has to confirm compliance of provisions of the companies act besides the correctness of the contents of Annual report. Thus a huge responsibility is thrust not only on the company’s detectors and secretary of the company as well as on professional who signs the annual return.

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“You are never too old to set another goal or to dream a new dream.”
Prepared By J. K. Gupta & Associates

Post Tagged with Annual Return, Company Law, Company secretary, FILING OF ANNUAL RETURN, PRESENTATION of ANNUAL RETURN,

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