The Annual Return

Clause (c) was omitted by the Companies (Amendment) Act 2017. It required particulars of the company's indebtedness. Its absence is worth knowing, because older notes list it.

Clause (h) is the one students overlook and examiners like, because it makes the company publish its own penalties, compoundings and appeals.

Who signs. The return is signed by a director and the company secretary, or, where there is no company secretary, by a company secretary in practice.

The first proviso relaxes that for a One Person Company and a small company: the return is signed by the company secretary, or where there is none, by the director of the company. So the smallest companies do not need to engage a professional merely to sign.

The second proviso lets the Central Government prescribe an abridged form of annual return for a One Person Company, a small company, and such other class or classes of companies as may be prescribed.

Certification: section 92(2)

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.

Two points. The certificate is by a practising company secretary, not the company's own. And its content is two assertions: that the return is correct and adequate, and that the company has complied with all the provisions of this Act. The second is a very wide statement to sign, which is why section 92(6) penalises a careless certificate.

Where it goes: section 92(3), as substituted

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.

That is the sub-section as substituted by section 23(ii) of the Companies (Amendment) Act 2017.

Two obligations, and a condition on the first. Place the return on the website of the company, if any: a company with no website cannot be required to. And disclose the web-link in the Board's report, which is unconditional.

The matching provision is section 134(3)(a), which requires the Board's report to include "the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed". Read the two together and the scheme is complete: the return goes on the site, and the report tells the reader where to find it.

A warning about the printed Act. India Code's consolidated copy still prints the pre-2018 version of section 92(3), under which an extract of the return formed part of the Board's report. That is out of date, and it contradicts section 134(3)(a) in the same volume. If you are reading a bare Act that says "extract", check its date.

Filing: section 92(4)

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.

And 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 a statement specifying the reasons for not holding it, with such fees or additional fees as may be prescribed.

That second limb is the important one. A company cannot escape the filing by failing to hold the meeting. The clock runs from the date the meeting should have been held, and the company must additionally explain why it was not.

Penalties: section 92(5) and (6)

Section 92(5): failure to file. If a company fails to file the annual return under sub-section (4) before the expiry of the period specified:

• the company and every officer in default shall be liable to a penalty of ten thousand rupees; and
• in case of continuing failure, a further penalty of one hundred rupees for each day after the first during which the failure continues,
• subject to a maximum of two lakh rupees in the case of a company and fifty thousand rupees in the case of an officer who is in default.

Section 92(6): a bad certificate. If a company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules, he shall be liable to a penalty of two lakh rupees.

Note that both are penalties, not fines. The Companies (Amendment) Act 2020 converted them: it replaced "fifty thousand rupees" with "ten thousand rupees" in sub-section (5), capped the officer separately, and replaced the old imprisonment-or-fine formula in sub-section (6) with a flat penalty of two lakh rupees. They are imposed by an adjudicating officer under section 454, not by a court.

Section 93: omitted

93. Return to be filed with Registrar in case promoter's stake changes. The marginal note stands in square brackets in the bare Act, and under it the words: Omitted by the Companies (Amendment) Act, 2017 (1 of 2018), s. 24.

Section 93 required a listed company to file a return with the Registrar whenever the promoters' or top ten shareholders' holdings changed beyond a limit. It was omitted, because the same information reaches the market through SEBI's own disclosure regime, and duplicating it served nobody.

Say so if asked. A question on "returns to be filed by a company" that expects section 93 is out of date, and pointing that out is worth a mark.

A worked example

Belapur Instruments Limited has a financial year ending 31 March 2027 and holds its annual general meeting on 20 August 2027.

Preparation. It prepares an annual return in the prescribed form stating the position as it stood on 31 March 2027: its registered office and principal activities and its holding, subsidiary and associate companies; its shares, debentures and shareholding pattern; its members and debenture holders with the changes since 31 March 2026; its promoters, directors and key managerial personnel with changes; its meetings of members, Board and committees with attendance; the remuneration of its directors and key managerial personnel; any penalty or punishment imposed on it or its officers, any compounding and any appeals; and the prescribed certification and Foreign Institutional Investor details.

It does not include its indebtedness, because clause (c) was omitted.

Signature. It has a company secretary, so the return is signed by a director and the company secretary. Had it been a small company with no company secretary, a director alone could have signed under the first proviso.

Certification. It is a listed company, so under section 92(2) the return must be certified by a company secretary in practice, stating that it discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act. If he certifies otherwise than in conformity with the section, he is liable to a penalty of two lakh rupees under section 92(6).

Publication. Under section 92(3) the company places a copy of the annual return on its website and discloses the web-link in its Board's report, and by section 134(3)(a) that report must state the web address where the return has been placed.

Filing. The annual general meeting was held on 20 August 2027, so the return must be filed with the Registrar within sixty days, that is by 19 October 2027: section 92(4).

Change one fact. Suppose no annual general meeting was held at all, and the last date on which it should have been held was 30 September 2027. The company must still file within sixty days of that date, by 29 November 2027, and must file with a statement specifying the reasons for not holding the meeting.

It files late. Under section 92(5) the company and every officer in default incur ten thousand rupees, plus one hundred rupees for each day the failure continues after the first, capped at two lakh rupees for the company and fifty thousand rupees for each officer in default.

And note where else the return appears. Copies of the annual return are kept at the registered office under section 94(1) and are open to inspection free by members, debenture holders, other security holders and beneficial owners under section 94(2), and the return is prima facie evidence of the matters in it under section 95.

Distinctions that carry marks

What this does NOT mean

It does not mean an extract goes into the Board's report. Since the 2017 Amendment the whole return goes on the website and the report carries the web-link.

It does not mean a company without a website is in breach. Section 92(3) says "on the website of the company, if any".

It does not mean failing to hold the annual general meeting postpones the filing. Section 92(4) runs the sixty days from the date the meeting should have been held, and adds a duty to explain.

It does not mean every company needs a practising company secretary's certificate. Section 92(2) applies to a listed company and to companies of prescribed paid-up capital or turnover.

Quick revision

• 92(1), the contents, as at the close of the financial year: registered office and activities and group companies; shares, debentures and shareholding pattern; members and debenture holders with changes; promoters, directors and KMP with changes; meetings with attendance; remuneration; penalties, compounding and appeals; certification and disclosures; Foreign Institutional Investor details; and what else is prescribed. Clause (c), indebtedness, is OMITTED.
• Signature: a director and the company secretary; where there is none, a company secretary in practice. OPC and small company: the company secretary, or the director if there is none. Abridged form may be prescribed.
• 92(2): a listed company, or one of prescribed capital or turnover, must have the return certified by a company secretary in practice, that it discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.
• 92(3), as substituted by Act 1 of 2018 s.23(ii): place a copy on the company's website, if any, and disclose the web-link in the Board's report. Matches section 134(3)(a).
• 92(4): file with the Registrar within sixty days of the AGM, or of the date it should have been held, with reasons for not holding it.
• 92(5): company and every officer in default, ten thousand rupees, plus one hundred rupees a day, max two lakh for the company and fifty thousand for an officer.
• 92(6): a practising company secretary certifying otherwise than in conformity, penalty of two lakh rupees.
• Section 93 is OMITTED.

Test yourself

1. As at what date are the particulars in the annual return given? As they stood on the close of the financial year: section 92(1).

2. Who signs the annual return? A director and the company secretary, or, where there is no company secretary, a company secretary in practice. For a One Person Company and a small company, the company secretary or, where there is none, the director of the company.

3. What does section 92(3) now require? That every company place a copy of the annual return on its website, if any, and that the web-link be disclosed in the Board's report, as substituted by section 23(ii) of the Companies (Amendment) Act 2017. Section 134(3)(a) matches it by requiring the Board's report to give the web address where the return has been placed.

4. Within what time must the annual return be filed, and what if no annual general meeting was held? Within sixty days from the date of the annual general meeting; and where no meeting was held, within sixty days from the date on which it should have been held, together with a statement specifying the reasons for not holding it: section 92(4).

5. What must a company secretary in practice certify, and what if he gets it wrong? 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(2). If he certifies otherwise than in conformity with the section or the rules he is liable to a penalty of two lakh rupees: section 92(6).

6. What was section 93, and what is its position now? It required a return to be filed with the Registrar where the promoters' stake changed. It has been omitted by the Companies (Amendment) Act 2017.