Section 92 of the Companies Act, 2013 (“the Act”) requires every company to prepare an annual return in the prescribed form containing the particulars as they stood at the close of the financial year. The annual return is a snapshot of the company's shareholding, management, and key corporate details, and it is a mandatory annual filing.
The Contents
Form MGT-7 requires the company to disclose its registered office, the principal business activities, the share capital and debentures, the shareholding pattern, the directors and key managerial personnel, the changes during the year, the members and meetings, the remuneration, and the penalties or compounding of offences. The form is detailed, and it must be certified by a practising company secretary or a chartered accountant in practice where the company is listed or has a paid-up capital of ₹10 crore or more.
The Due Date
The annual return must be filed with the ROC within sixty days of the annual general meeting. For a company whose AGM is held on 30 September, the due date is 29 November. The filing is done in Form MGT-7, and the filing fee ranges from ₹200 to ₹600 depending on the share capital. Small companies and OPCs file the abridged Form MGT-7A.
The Penalty
The late filing of the annual return attracts an additional fee of ₹100 per day, with no maximum cap. The company and its officers are also liable to penalty under Section 92(5), which can extend to ₹50,000 for the company and ₹5,000 per day for the officers. The failure to file the annual return for three consecutive years can lead to the disqualification of the directors under Section 164(2).
The Web Link
Section 92(3) requires the company to place a copy of the annual return on its website, and the board's report must disclose the web link. The annual return is a public document, and it is accessible to the members and the regulators.
Call to Action
Anuj Desai & Associates advises companies on the Section 92 annual return—from the MGT-7 or MGT-7A preparation and the certification to the filing deadline and the penalty for default. If your annual return is due, we can help you prepare and file it accurately.
📧 office@anujdesaiassociates.com
📞 9619456656
🌐 https://anujdesaiassociates.com
🔗 linkedin.com/in/ca-anuj-desai-122547230
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