Filing of Annual Return under Companies Act, 2013

Published on 24 Mar 2018 by Shivi

The Companies Act, 2013 lays down the numerous compliances required to be fulfilled by any company registered under the Act. One of these annual compliances is filing of annual returns.

An Annual Return is the summary of a company’s information at the end of a financial year. It is one of the important documents of the company which is filed with the Registrar of Companies mandatorily, at the end of each financial year regardless of the company’s events and activities.

The primary objective to file an annual return is to furnish the company’s annual information to the Registrar and details about the company’s general compliances under the Companies Act. An annual return lays down the detailed information and better perception of the company’s non-financial matters of the company. It also provides an understanding of the people managing the day-to-day activities of the company.

Preparation of Annual Return of a Company

Under the Companies Act, every company is required to prepare an annual return in Form MGT 7 containing the details of the company. This annual return contains the information of the company at the end of each financial year. There are certain particulars which are required to be mandatorily added in an annual return. A good CA in India can help you with the annual return of your company.

Particulars of an Annual Return

Every annual return of a company must consist of the following particulars. This list is, however, inclusive, and you should consult with the best CA consultants in India to file your company’s annual return.

  1. The details of company’s registered office, primary activities undertaken by the company, details of the company’s holding, subsidiary and associate companies.

  2. The company’s shares, debentures and other securities.

  3. The details of loans taken by the company.

  4. The members and debenture-holders of the company, and any changes since the filing of annual returns of last financial year.

  5. The details of promoters, directors, key management and any changes since the last financial year.

  6. Details of Board meetings, and members, along with the attendance details of various committees.

  7. Remuneration paid to the directors and management of the company.

  8. Any penalty or punishment imposed on the company, directors or officers and other particulars relating to the offence, appeals, etc.

  9. Particulars of matters relating to certification of compliances.

  10. Details of the Foreign Institutional Investors including their names, addresses, countries of incorporation, registration and percentage of shareholding held by them in the company.

Attestation of Annual Return

For all the companies registered under the Companies Act except all One Person Companies (OPC), the annual return must be attested by the following people:

  1. One Director

  2. The Company Secretary

  3. A PCS when there is no Company Secretary of the company.

For all the One Person Companies and small companies in India, the annual return must be attested by the following people:

  1. The Company Secretary

  2. The Director of the Company when there is no CS of the company.

For any company which is a listed company, or a company which has a paid-up capital of Rs. 10 crores or more or an annual turnover of Rs. 50 crore or more, the annual return must be certified by a PCS in Form MGT 8. This certificate states that the facts disclosed in the return are true and appropriate, and the company has complied with the company laws.

Filing of Annual Return

The company must file the annual return within 60 days of holding the Annual General Meeting (AGM). A copy of the annual return must be filed with the Registrar of Companies. The best CAs in India can help you in filing your company’s annual return within the deadlines provided under the company laws in India.

However, if no AGM is held within the year, the annual return must be filed within 60 days from the date on which the AGM should have been held. A statement must be attached to the return specifying the reason for not holding the AGM. Additional fees may be required to be paid for such delay.

Other Rules relating to Annual Return

  1. The member, debenture holder, other security holder or beneficial owner of the company may ask for inspection of the annual return without any payment of a fee.

  2. Any other person may ask for inspection of the annual return by payment of a fee, which must not exceed Rs. 50 per inspection.

  3. The company must ensure that the copies of annual return are available for inspection during the business hours.

  4. Copies of all annual returns, Copies of all relevant certificates and other documents must be preserved by the company for a period of 8 years from the date it is filed with the Registrar.

Filing an Annual Return every financial year is a mandatory annual compliance of the company. A company must make sure that it adheres to this compliance to avoid penalties.

Legistify provides the best services for annual compliances of a company through its network of the best CA consultants in India. Call us at 846-883-3013 or send us an email at [email protected].


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