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Section 159,160,161,162 & Schedule V deals with the Annual Return & related provisions under Companies Act,1956. But in Companies Act, 2013 all these sections are combined together in one Section namely – 92.

Every company shall prepare a return (hereinafter referred to as the annual return) in Form no.7.7 containing the particulars as they stood on the close of the financial year.

Particulars of Annual Return:

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. 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; and

k. such other matters as may be prescribed,

Authentication of Annual Return:

All Companies (Except OPC)

Annual Return shall be signed by –

- a director and the company secretary, or

- where there is no company secretary, by a PCS

OPC and small company

Annual Return shall be signed by –

- the company secretary, or

- where there is no company secretary, by the director of the company.

Certification by PCS:

The annual return, filed by a listed company or, by a company having such paid-up capital of Rs.5 Crores and turnover of Rs.25 Crores or more shall be certified by a  PCS in Form no. 7.8 stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

Extract of  Annual Return:

An extract of the annual return in Form no.7.9 shall form part of the Board’s report.

Filing of Annual Return:

 Every company shall file a copy of the annual return with the Registrar.

If AGM is held-

 File AR within 60 days from the date on which the AGM is held or

If no AGM is held in any year-

File AR within 60 days from the date on which the AGM should have been held together with the statement specifying the reasons for not holding the AGM with such fees or additional fees as may be prescribed, within the time as specified, under section 403.

Penalty:

Company

Fine which shall not be less than Rs.50,000/- but which may extend to Rs5,00,000/-

Officer

Imprisonment for a term which may extend to 6 months or

Fine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- or

with both.

PCS

Fine which shall not be less than Rs.50,000/- but which may extend to Rs.5,00,000/-

Changes in Annual Return:

Details

Companies Act,1956

Companies Act,2013

Provisions

Sec. 159,160,161,162 & Schedule V

Sec.92, & Form 7.7 along with 7.8

Particulars

Registered office,

ROM,

RODh,

Shares & Debentures,

Indebtness

Members and Debentureholders past and present,

Directors,MDs,Mgrs,CS past and Present

Refer the Particulars of Annual Return Highlighted above

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

Certification

Certification of Annual Return by a Secretary in Whole-time practice in case of Listed Companies.

This requirement extend to the unlisted companies having PSC of Rs.5 Crs and turnover of Rs.25 Crs.

Extract of AR – part of BoR

No Such Provision

An extract of Annual Return shall form part of Board’s Report.

Penalty for PCS

No Such provision

Fine which shall not be less than Rs.50,000/- but which may extend to Rs.5,00,000/-


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Category Corporate Law, Other Articles by - CS M.Kurtrala Nathan 



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