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92. (1) Every company shall prepare a return (hereinafter referred to as the 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, debentures and other securities and shareholding pattern;
(c) 5[Omitted]
(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;
3[(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 6[Omitted]; and
(k) such other matters as may be prescribed,
and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice:
4[Provided that 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.]
7[Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed.]
(2) 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.
8[*(3) 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.]
(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 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 9[Omitted].
13,[12[11[(5) If any company fails to file its annual return under sub-section (4), before the expiry of the period specified 10[therein], such company and its every officer who is in default shall be liable to a penalty of 14[ten thousand rupees] and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of 15[two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default].]]]
(6) If a company secretary in practice certifies the annual return otherwise than in conformity with the requirements of this section or the rules made thereunder, he shall be 16[liable to a penalty of two lakh rupees.]
Note :
* Notification
Amendments
5.Omitted by the Companies (Amendment )Act,2017 – Effective from 05th March, 2021
Original Omitted Content – (c) its indebtedness
6. Omitted by the Companies (Amendment )Act,2017 – Effective from 05th March, 2021
Original Omitted Content- “indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them”
7.Inserted by The Companies (Amendment)Act,2017 – Effective from 05th March, 2021
8.Substituted by the Companies (Amendment) Act,2017 Effective from 28th August 2020
for sub-section (3),
1&2[An extract of the annual return in such form as may be prescribed shall form part of the Board’s report]
the following sub-section shall be substituted, namely :-
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.
9. Omitted by the Companies (Amendment )Act,2017 :- Amendment Effective from 7th May 2018
Original Omitted Content- “within the time as specified, under section 403“
10. Substituted by the Companies (Amendment) Act,2017 :- Amendment Effective from 7th May 2018
In section 92, In sub-section (5),
for the words and figures under section 403 with additional fee
the following words shall be substituted, namely :-
“therein”
11.Substituted by the Companies (Amendment) Ordinance,2018 dated 02.11.2018
In section 92,for sub-section (5),
(5) If a company fails to file its annual return under sub-section (4), before the expiry of the period specified 10[therein], the company 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 following sub-section shall be substituted, namely:-
“(5) If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees.”
12.Substituted by the Companies (Amendment) Ordinance,2019 dated 12.01.2019 [Companies (Amendment) Ordinance 2018 is repealed on 12th January 2019]
13. Substituted by the Companies (Amendment) Act,2019 -: Effective From 02nd November 2018 [Companies (Amendment) Second Ordinance 2019 is repealed on 31st July 2019]
14. Substituted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 21st December 2020
in sub-section (5), for the words
fifty thousand rupees
the following shall be substituted namely,
ten thousand rupees
15. Substituted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 21st December 2020
in sub-section (5), for the words
five lakh rupees
the following shall be substituted namely,
two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default
16. Substituted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 21st December 2020
in sub-section (6), for the words
punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees
the following shall be substituted namely,
liable to a penalty of two lakh rupees.
Exceptions/ Modifications/ Adaptations
1. In case of Specified IFSC Public Company – Sub-section (3) of section 92 shall not apply. – Notification Date 4th January, 2017
2. In case of Specified IFSC Private Company – Sub-section (3) of section 92 shall not apply. – Notification Date 4th January, 2017.
3. In case of Private Company – Clause(g) of Sub-Section (1) of Section 92 shall apply to private companies namely:-
“(g) “aggregate amount of remuneration drawn by directors;”. – Notification Dated 13th June, 2017
4. In case of Private Company – proviso to sub-section (1) of Section 92 for the proviso the following proviso shall be substituted, nametv:-
“Provided that in relation to One Person Company, small company and private company (if such private company is a start-up), the annual return shall be signed by the company secretary, or where there is no company secretary, by the
director of the company.”. Notification Dated 13th June, 2017
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