Chapter VII - Management and Administration
Section 92
Section 92: annual return
Every company prepares an annual return with the particulars listed in section 92 as at the close of the financial year. It files the return with the Registrar within sixty days of its annual general meeting.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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; (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; 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: 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. 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 or 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. (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. (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 ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of 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 liable to a penalty of two lakh rupees.
Introduction
Section 92 lists what the annual return must contain, who signs it and when it is filed. A listed company, or one with the prescribed paid-up capital or turnover, also needs a certificate from a company secretary in practice.
Amendments have changed the section in four main ways. Clause (c) on indebtedness was omitted, website placement replaced the Board’s-report extract, an abridged form was enabled, and the fines became civil penalties.
Key takeaways
Contents and signature
The return covers clauses (a), (b) and (d) to (k) as at the close of the financial year. It is signed by a director and the company secretary, or by a company secretary in practice where there is no company secretary.
Website and filing
The return is placed on the company’s website, if any, with the web-link disclosed in the Board’s report. It is filed with the Registrar within sixty days of the AGM.
Penalties
Late filing costs ten thousand rupees plus one hundred rupees for each day after the first during which the failure continues, capped at two lakh rupees for the company and fifty thousand rupees for an officer. Wrong certification by a company secretary in practice costs two lakh rupees.
Prepare the return in the prescribed form
The return states the position at the close of the financial year: registered office and business activities; holding, subsidiary and associate companies; securities and shareholding pattern; members and debenture-holders; promoters, directors and key managerial personnel; meetings and attendance; remuneration; penalties and compounding; compliance certification; Foreign Institutional Investor holdings; and other prescribed matters.
Clause (c) on indebtedness and the detailed Foreign Institutional Investor particulars in clause (j) were omitted from 5 March 2021. Under the second proviso, the Central Government may prescribe an abridged form for One Person Companies, small companies and other prescribed classes. Rule 11 of the Companies (Management and Administration) Rules, 2014, as notified in 2014, prescribed Form No. MGT.7. Check the current rules for the form that applies.
- India Code — consolidated Companies Act, 2013, section 92
- eGazette — Companies (Amendment) Act, 2017 (1 of 2018)
- eGazette — S.O. 1833(E), 7 May 2018 (commencement of Act 1 of 2018)
- eGazette — S.O. 2920(E), 28 August 2020 (commencement of section 23(ii) of Act 1 of 2018)
- eGazette — S.O. 1066(E), 5 March 2021 (commencement of section 23(i) of Act 1 of 2018)
- eGazette — Companies (Amendment) Act, 2019 (22 of 2019)
- eGazette — Companies (Amendment) Act, 2020 (29 of 2020)
- eGazette — S.O. 4646(E), 21 December 2020 (commencement of Act 29 of 2020)
- eGazette — Companies (Removal of Difficulties) Second Order, 2014, S.O. 1177(E)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
- eGazette — G.S.R. 464(E), 5 June 2015 (exemptions for private companies)
- eGazette — G.S.R. 583(E), 13 June 2017 (amending G.S.R. 464(E))
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
Sign and, where required, certify
A director and the company secretary sign the return. Where there is no company secretary, a company secretary in practice signs. For a One Person Company and a small company, the proviso allows the company secretary to sign, or the director where there is no company secretary.
Sub-section (2) was modified by the Companies (Removal of Difficulties) Second Order, 2014. It requires a company secretary in practice to certify the return of a listed company or a company with the prescribed paid-up capital or turnover, in the prescribed form.
Publish and file
From 28 August 2020, sub-section (3) requires every company to place a copy of the annual return on its website, if any, and disclose the web-link in the Board’s report. This replaced the earlier extract of the annual return in the Board’s report.
Sub-section (4) requires filing with the Registrar within sixty days of the AGM. Where no AGM is held, the period runs from the date it should have been held, and the filing must include a statement of reasons for not holding it.
Private company relaxations
G.S.R. 464(E), as amended by G.S.R. 583(E) of 13 June 2017, makes two changes for private companies. For small companies, clause (g) applies as the “aggregate amount of remuneration drawn by directors”. The signing proviso is extended to private companies that are start-ups.
These relaxations apply only to a private company that has not defaulted in filing its financial statements under section 137 or its annual return under section 92.
Penalties
If the return is not filed within the period, the company and every officer in default are each liable to a penalty of ten thousand rupees. For a continuing failure, there is a further penalty of one hundred rupees for each day after the first during which the failure continues, up to two lakh rupees for the company and fifty thousand rupees for an officer. These amounts apply from 21 December 2020.
A company secretary in practice who certifies the return otherwise than as the section and rules require is liable to a penalty of two lakh rupees.
Practical preparation
Freeze the year-end data. Confirm the form that applies, including any abridged form. Check the certification threshold. Arrange signatures. Place the return on the website and record the web-link in the Board’s report. Diarise sixty days from the AGM date.
Practical checklist
Do
- Count the sixty days from the AGM date, or from the date the AGM should have been held.
- Check whether the company meets the prescribed paid-up capital or turnover for certification.
Avoid
- Do not still annex an extract of the annual return to the Board’s report in place of the web-link.
- Do not rely on a private-company relaxation while financial statements or annual returns are in default.
Illustrative example
Hypothetical: AGM held, return pending
A company with a website holds its AGM on 20 September.
Count
The sixty-day filing period runs from 20 September, the AGM date.
Sign and certify
A director and the company secretary sign. The company checks whether it needs a practising company secretary’s certificate.
Publish and file
The company places the return on its website, discloses the web-link in its Board’s report and files with the Registrar within the period.
Outcome
- Filing within sixty days avoids the section 92(5) penalty.
Glossary
- Annual return
- The return under section 92 stating the company’s particulars as they stood at the close of the financial year.
- Company secretary in practice
- A practising company secretary who certifies the return under section 92(2) or signs it where the company has no company secretary.
Frequently asked questions
When is the annual return due?
Within sixty days of the AGM. If no AGM is held, the period runs from the date it should have been held, and the filing includes a statement of reasons.
Does the Board’s report still contain an extract of the annual return?
No. Since 28 August 2020, sub-section (3) requires a copy of the return on the company’s website, if any, and the web-link in the Board’s report.
What is the late-filing penalty?
Ten thousand rupees for the company and for each officer in default, plus one hundred rupees for each day after the first during which the failure continues. The cap is two lakh rupees for the company and fifty thousand rupees for an officer.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026