What Is in the Annual Return? Section 92

The annual return section 92 contents are the Act's own list of what a company has to say about itself once a year. It is a snapshot rather than a running record: every particular is stated as it stood on the close of the financial year, which is what makes the return comparable from one year to the next and useless for anything intra-year.

The annual return section 92 contents, clause by clause

Section 92(1) lists the particulars. The clause letters run (a) to (k), but there is a gap in the middle that is not a typographical error: clause (c) was omitted by Act 1 of 2018, section 23, with effect from 5 March 2021. The table below names the omitted clause rather than letting the letter silently skip.

Clause (j) was narrowed by the same amendment. The words requiring the return to indicate the Foreign Institutional Investors' names, addresses, countries of incorporation, registration and percentage of shareholding held by them were omitted by Act 1 of 2018, section 23, with effect from 5 March 2021. What survives is the shorter duty to give such details as may be prescribed.

Read clauses (b), (d) and (h) together and the return is doing three different jobs: a structural picture of the capital, a movement record against last year, and a compliance history that includes penalties and compounded offences.

Who signs it, and who certifies it

Signing and certification are two separate requirements in section 92, and only some companies attract the second.

Signing, under section 92(1). 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 carves out smaller companies: for a One Person Company and a small company, the return is signed by the company secretary, or where there is no company secretary, by the director of the company.

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, under 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 two things: that the return discloses the facts correctly and adequately, and that the company has complied with all the provisions of the Act.

That certification carries its own sanction. Under section 92(6), a company secretary in practice who certifies a return otherwise than in conformity with the requirements of the section or its rules is liable to a penalty of two lakh rupees, substituted by Act 29 of 2020, section 20, with effect from 21 December 2020 for a fine regime that ran from fifty thousand rupees.

Section 92(3) connects the return to the document shareholders actually read. As substituted by the Companies (Amendment) Act, 2017 (Act 1 of 2018), section 23, with effect from 28 August 2020, it requires every company to place a copy of the annual return on the website of the company, if any, and to disclose the web-link of that annual return in the Board's report. It previously required an extract of the return, in the prescribed form, to form part of the Board's report.

One note for anyone checking this against the Act. The substitution was brought into force by S.O. 2920(E) dated 28 August 2020, and the Companies (Management and Administration) Amendment Rules, 2020 of the same date removed the requirement to attach Form MGT-9 where the web-link is disclosed. The consolidated Act published on India Code has not been updated for this substitution and still prints the earlier text of sub-section (3), so the consolidation and the notification disagree. The notification is the later instrument and governs.

Filing, and the case where no meeting happens

Section 92(4) sets the deadline in two limbs:

• Where an annual general meeting is held: within sixty days from the date on which it is held.
• Where no annual general meeting is held in any year: within sixty days from the date on which the meeting should have been held, together with a statement specifying the reasons for not holding it.

The second limb is the one worth noticing. A company that fails to hold its annual general meeting does not get a later filing deadline; it gets the same deadline measured from a hypothetical date, plus an obligation to explain itself in writing. What is the annual general meeting deadline covers how that date is fixed under section 96.

Section 92(5) sets the penalty for missing it. The company and its every officer who is in default are liable to a penalty of ten thousand rupees, and in case of continuing failure a further one hundred rupees for each day after the first, subject to a maximum of two lakh rupees for a company and fifty thousand rupees for an officer in default. The sub-section was substituted by Act 22 of 2019, section 15, with effect from 2 November 2018, and its figures were then substituted by Act 29 of 2020, section 20, with effect from 21 December 2020, replacing fifty thousand rupees and a five lakh rupee ceiling.

What the return is good for, and what it is not

For an investor, section 92(1)(b) and (j) are the interesting clauses, because they put shareholding pattern and foreign institutional holding into a filing at the Registrar rather than the exchange. But the return is annual and stated as at the close of the financial year, so it is a poor instrument for following ownership as it moves.

The quarterly shareholding pattern filed with the exchanges is the disclosure built for that, and it is where a change of five per cent in a promoter or institutional holding shows up months before an annual return would carry it.

Where this sits in the disclosure picture

• Which provisions apply to a foreign company covers section 384(2), which applies this return to a foreign company subject to rule-made exceptions.
• What is a form MGT-7 is the prescribed form in which this return is actually filed.
• MGT-7 vs AOC-4 separates the annual return from the financial statements filing that goes to the same Registrar on a different deadline.
• How to read a shareholding pattern covers the quarterly exchange disclosure that carries clause (b)'s subject matter far more often.
• What is the register of members covers the register that section 94(1) keeps alongside copies of this return at the registered office.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.