Annual Return of Companies Act, 2013

8 September 2015 • Kamini Goyal


Annual Return of Companies Act, 2013

8 September 2015 • Kamini Goyal

Annual means yearly, return means statement. Thus, Annual Return means a Yearly statement which gives essential information about a Company’s composition, activities, and financial position, and which must be filed by every Company whether having share capital or not.

Contents of Annual Return: –

Every Company shall prepare Annual Return in Form MGT- 7 containing the particulars as stood on the close of the Financial Year. Some of the details required to be filed under new Act are as following: –

  • Its registered office, principal business activities, particulars of holding, subsidiary and associate companies;
  • Its shares, debentures and other securities and shareholding pattern;
  • Its promoters, directors, KMP along with the changes therein since the close of the previous financial year;
  • Remuneration of Directors and KMP;
  • Its indebtedness;
  • Penalty or punishment imposed on the Company, its directors or officers;
  • Such other matters as may be prescribed.

Important provisions: –  

Sl No. Particulars Details
1. Details to be provided as on which date
  • The details to be provided as on Financial Year.
  • The details to be given from last financial year end till this financial year end.
2. Form of Annual Return . MGT-7
3. Signing Requirement
  • OPC and Small Company- By CS or Director
  • Listed Companies and other Companies having PSC of 10 cr or more or having turnover 50 cr or more- By Director and CS and certified by PCS
  • PCS has to certify by way of separate certificate in form MGT-8.
  • Other than above Companies- By Director and CS, if no CS then PCS.
4. Certification by PCS in Form-MGT-8

Certification by PCS, in case of the above mentioned companies, stating that the Annual Return discloses the fact correctly and adequately and the Company has complied with all the provisions of the Act.

5. Extract of Annual Return

It shall form part of Board’s Report. To be provided in Form MGT-9.

6. Time period for filing Annual Return

Within sixty days from the date of AGM/Due date of AGM. If there is a delay beyond 60 days in filing of Annual Return, then per day additional fees of Rs 100 shall be levied by the Ministry of Corporate affairs.

7. Preservation of Annual Return

Copies of all annual returns and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with the Registrar.

 Penalty for Non Compliance of Section 92: –

Penalty has been substantially increased by Companies Act, 2013. Company Secretary and Company Secretary in Practice has been brought under penal jurisdiction. Thus there is a huge responsibility not only on the Company’s Directors and Secretary of the Company but also on the professional who signs the Annual Return.

1. Company

The Company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

2. Officers in default

Every Officer 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.

3. Company Secretary in Practice

If a PCS certifies the Annual Return not in conformity with the Act, he shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

 Penalty under Section 447 and 448: –

Section 448 provides that if in any return, report, certificate, financial statement, prospectus, statement or other document, any person makes a statement,-

  • Which is false in any material particulars, knowing it to be false,
  • Which omits any material fact, knowing it to be material,

he shall be liable under Section 447 and the same provides for the punishment for fraud.

Thus if there is any sort of discrepancy in Annual Return, any person who is found guilty of any fraud or misstatement, he shall be liable not only under Section 92 but also under the penal provisions of Section 447.

Major Changes vis-à-vis the old Act: –

Companies Act, 2013 has brought about a wide range of difference with the older act in respect of dealing with the concept of Annual Return, and hence, there always remains an urgent need to understand the difference which has been simplified below: –

Sl No. Particulars Comparison
1. Date

Particulars as mentioned under Section 92 are to be filed as on closing of the financial year not as on date of Annual General Meeting.

2. Information Provided is enlarged

Matters in respect of which information has to be provided is enlarged under the Companies Act, 2013. The following are new requirements: –

  • Meetings of members or a class thereof, Board and its various committees along with attendance details.
  • Remuneration of Directors and KMP.
  • Penalties or punishments imposed on directors/officers or on company, steps taken for compounding or appeals made against alleged offence.
  • 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.
3. OPC and Small Company

With the introduction of OPC and Small Companies, Annual Return is required to be furnished for the same.

4. Extract of Annual Return

An extract of the annual return in Form No. MGT.9 shall be annexed to the Directors Report [Section 134(3)(a)].

5. Declaration from PCS

Companies whose paid-up share capital of `Ten crore or more or turnover of `Fifty crore or more is required to obtain a certificate in Form MGT.8 from Company Secretary in Practice.

6. Penalty

Penalty has been substantially increased. Company Secretary and Company Secretary in Practice brought under penal jurisdiction. (Details explained above).

Inspection of Annual Return: –

Every company has to make arrangements to make Annual returns available for inspection by any member or debenture holder without payment of fee and to others on payment of prescribed fee during business hours of the Company. This information is put on public record, so that the lenders and other entities dealing with the firm can get a ‘true and fair view’ of the state of its financial affairs.


  1. Dear Sir,

    I just have once simple query. As per Section 92(3) of the Companies Act, 2013: 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. Now what is the industry practice and what is the intention of the law. Here, on the date of signing of Board Report, we have to disclose the link of the annual return. So, some of the Private Companies having website, are disclosing MGT 7 of previous year, while some of them having websites are not even caring to upload anything related to the same. So, what do you suggest a Private Limited Company shall upload on its website. Also, since the company is a startup, is it justified on their part to disclose their details as it is publicly. (I understand that, anyhow the data is available in public domain in VPD of MCA, but still) My other query is, that whether MGT 7/MGT 7A uploaded on the website, should DSC be affixed on the form of Director as well as CS? or dummy form with blank signatures fulfill the purposes.

    1. Dear Reader,

      There are widely two practices adopted by Companies to comply with the mentioned provisions.

      Practice 1:

      Create a webpage/tab in advance for reflecting the annual return on website and disclose the link of the such webpage in the Board Report. The Board can provide a statement in the report that the annual return shall be accessible with the provided link when the same shall be filed with the Registrar. Post AGM, file the annual return in Form MGT-7 with the Registrar within 60 days and upload the same on the website.

      Practice 2:

      Create a webpage for reflecting the annual return on the website and place a draft e-form MGT 7 (Annual Return) based on the details and financials available with the Company. The form need not to be signed by the Company or the Certifying professional. A weblink of the draft e-form shall be provided in the Board’s Report for the shareholders to access. Upon conclusion of the AGM of the Company, upload and replace the final signed e-Form MGT-7 on the website of the Company with the draft form.

      Further, disclosure of annual return on the website of the Company is a statutory obligation on the Company. It provides a yearly review of the business of the Company and helps potential investors to get an insight into the financial and non-financial affairs of the Company.

  2. Sir,
    Why all hue and cry when the AR is an eForm like other eforms.The data entries can be obtained almost from Balance Sheet.It is so simple that anybody can prepare it. But the earlier MGT-7(24 pages)is the real AR for the professional work.Why the Govt withdrew it and why did we allowed it.Lengthy professional work fetch good image and value.The recent MGT7 is a waste to professional competency. A single answer ‘YES or NO’ for compliance/non-compliance for the entire Act & Rules has reduced signification of the profession.

    1. As you can see in the blog above, there are certain categories of companies for which AR is to be certified in a separate format… MGT-8. My personal view is that there is no need for elaborate compliances for small companies.

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