1. Section 92
OF
COMPANIES ACT, 2013

2. Annual Return is a Consolidated Report submitted
by a Company to the Registrar of Companies
every year after holding the Annual General
Meeting.
As per Companies Act, 2013 Annual Return is
covered under Section 92 corresponding to Section
159, 160 and 161 of the Companies Act, 1956.

3. Preparation of Annual Return & Inclusion
in Board’s Report

4.  Registered Office of the Company.
 Principal Business activities of the Company.
 Particulars of holding, subsidiary and associate
companies.
 Shares, Debentures, other securities and the
Shareholding pattern.
 Indebtedness of the Company.
 Members, debenture holders along with changes
therein since the close of the Financial year.

5.  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 & Key Managerial
Personnel.
 Penalties/ Punishments imposed on the
Company, its Directors or Officers.

6.  Details of Compounding of offences and appeals made
against penalty & punishments.
 Matters relating to Certification of compliances &
disclosures.
 Details in respect of shares held by or on behalf of
Foreign Institutional Investors indicating:
 Names
 Address
 Countries of Incorporation, Registration
 Percentage of Shareholding held by them
 Other matters as may be prescribed.

7. All Companies (Except OPC)
 A Director & Company Secretary, or
 In absence of Company Secretary, by PCS
OPC & Small Companies
 Company Secretary
 In absence of Company Secretary, by Director
of the Company

8. Companies requiring mandatory certification by Practising
Company Secretary:
 Every Listed Company
 Company having paid up share Capital of Rs. 10 Crore or
more, or
 Turnover of Rs. 50 Crore or more.
[Rule 11 of the Companies (Management and Administration
Rules), 2014.
Note: Company Secretary shall also state that the Annual Return
discloses the facts correctly and adequately and that the Company
has complied with all provisions of the Act.

9. If Annual General Meeting held:
 Needs to be filed within 60 days from the date
on which AGM was held
If Annual General Meeting not held:
 Needs to be filed within 60 days from the date
on which the AGM should have been held.
(If AGM not held then Annual Return shall specify the
reasons for not holding the AGM)

10. Copies of Annual Return shall be open for Inspection
during business hours, at such reasonable time(not
less than 2 hours a day) as may be decided by the
Board.
Inspection without payment of fee:
 To members, debenture holders, other security
holder or beneficial owners
Inspection on payment of fee:
 To person (s) other than members, debenture
holders, other security holder or beneficial owners

11. Documents to be preserved:
 Copies of all Annual Returns,
 Copies of all certificates and documents
required to be annexed with the Annual Return
 shall be preserved for a period of 8 years from
the date of filing with the Registrar of
Companies.

12.  Every Foreign Company shall have to prepare
the Annual Return.
 Needs to File the Annual Return within a
period of sixty days from the last day of its
financial year.
 Needs to file with the Registrar in Form. FC- 4.

13. Sr. No. Details Companies Act, 1956 Companies Act,
2013
1. Provisions Sec. 159,160,161,162 &
Schedule V
Sec.92, & Form
MGT-7, MGT-8 &
MGT-9
2. Particulars • Registered Office
• Register of members
• Register of Debenture
Holders
• Shares & Debentures
• Indebtedness
• Members & debenture
holders past and
present
• Directors, Managing
directors (managers &
secretaries) past and
present
As specified under
the heading
Particulars of Annual
Return

14. Sr. No. Details Companies Act, 1956 Companies Act,
2013
3. Return in
Question
As per Sec.159(1), if any of
the 5 immediately preceding
returns has given the full
particulars required as to
past and present members
and the shares held and
transferred by them, the
return in question may
contain only changes in
those particulars.
No such provision
4. Extract of
Annual Return
part of Board’s
Report
No such provision An Extract of
Annual Return in
Form MGT-9 shall
form part of Board’s
Report.

15. Sr. No. Details Companies Act,
1956
Companies Act, 2013
5. Certification Certification by
Secretary in whole
time practice in
case of Listed
Companies
Certification of Annual Return
by Company Secretary in
practice extended to the
following companies:
• Companies having paid up
share capital of Rs. 10 Crore
or more.
• Companies having
turnover of Rs, 50 Crore or
more.
( Company Secretary in Practice
shall certify the Annual Return
in Form MGT-8)
6. Penalty for
Practicing
Company
Secretary
No such provision Fine which shall not be less
than Rs. 50,000/- but which
may extend to Rs. 5,00,000/-

16. Defaultee Fine Imprisonment Either or both
Company Not less than Rs.
50,000/- but may
extend to Rs.
5,00,000/-
-----
N.A.
Officer Not less than Rs.
25,000/- but may
extend to Rs.
5,00,000/-
6 months Either plus Both
Practising
Company
Secretary
Not less than Rs.
50,000/- but may
extend to Rs.
5,00,000/-
____ N.A.