Section 92 of the Companies Act 2013

Section 92 of the Companies Act 2013

In India, every company must file an annual return by the end of each financial year. This is required by Section 92 of the Companies Act, 2013. The annual return includes important details about the company’s structure, finances, and governance.

The Companies Act 2013 makes sure companies follow this rule. It does this by setting penalties for those who don’t comply. It’s very important for companies to know what Section 92 requires.

The annual return is a key document. It shows how a company operates, who owns it, and its financial health. According to the Companies Act 2013, companies must file their annual returns within 60 days after their annual general meeting.

If they don’t, they could face penalties. These penalties include a fine of ₹10,000 and an extra ₹100 each day.

Key Takeaways

  • Every company in India must file an annual return as per Section 92 of the Companies Act, 2013.
  • The annual return must be filed within 60 days of the annual general meeting.
  • Companies must disclose their annual return on their website and provide a link to this document in the Board’s report.
  • Non-compliance can result in penalties, including a fine of ₹10,000 and an additional daily penalty of ₹100.
  • Certification of compliance with legal requirements is mandatory for listed companies or those with paid-up capital or turnover as prescribed by regulations.

Understanding Section 92 of Companies Act 2013

Section 92 of the Companies Act, 2013, deals with annual returns for companies. It makes them share important details about their operations and governance. Every company must file an Annual Return with the Registrar of Companies (RoC) within 60 days after their Annual General Meeting (AGM). If they don’t have an AGM, the deadline is 60 days after their financial year ends.

Annual returns are key to corporate governance. They help keep a company’s operations transparent and accountable. Companies like Private Limited, Public Limited, One-Person Companies (OPCs), and Foreign Companies with an office in India must file these returns. The annual returns need to be in the right form, showing details like the company’s office, business, and related companies.

The filing requirements depend on the company’s size. Companies with big turnovers or share capitals must have their returns checked by a Company Secretary. The return will cover the company’s activities, finances, and corporate governance. Knowing the rules for annual returns and filing requirements helps companies follow Section 92 and keep good corporate governance.

annual returns

Not following Section 92 can lead to fines for the company and its officers. It might even disqualify directors. New changes to Section 92 make it easier for small companies and increase penalties for those who don’t comply. Companies can fix mistakes in their Annual Returns by filing a new one or reaching out to the RoC.

Essential Requirements for Filing Annual Returns

In India, companies must follow certain compliance rules when filing their annual returns. The form used for this filing varies. All companies use Form MGT-7, except for One Person Companies (OPC) and Small Companies. They must use Form MGT-7A.

The filing requirements include details like the registered office and financial information. This includes share and debenture capital, and the company’s debts. It also covers the members, debenture holders, promoters, directors, and key staff.

Companies need to know the deadlines for filing their annual returns. They must file within 60 days after the Annual General Meeting (AGM). If they miss this deadline, they face penalties. These penalties are outlined in the Companies Act.

Some key requirements for filing annual returns include:

  • Obtaining a certificate from a Company Secretary in practice (Form MGT-8) for listed companies or those with paid-up share capital of ₹10 crore or more, or a turnover of ₹50 crore or more
  • Providing a list of shareholders and debenture holders as a mandatory attachment for companies with share capital
  • Disclosing relevant stock exchange details in the annual return for companies holding shares listed on recognized stock exchanges

compliance requirements

Companies must also report their turnover and net worth. This gives a clear financial overview. The annual return must be displayed on the company’s website. The link to this is included in the Board’s Report.

Company TypeFormCertification Requirement
Listed CompaniesForm MGT-7Yes
One Person Companies (OPC)Form MGT-7ANo
Small CompaniesForm MGT-7ANo

Timeline and Submission Process

Every company must file its annual return with the Registrar of Companies within sixty days after the annual general meeting. It’s important to know the filing deadlines to avoid fines. The deadline for Form AOC-4 is 30 days after the AGM. For Form MGT-7/MGT-7A, it’s 60 days after the AGM or by 28 November 2024, whichever comes first.

The digital submission process makes filing easier. But, make sure all required documentation is ready before you submit. This includes a list of shareholders and an approval letter for the AGM extension.

To make the submission process smooth, plan ahead and keep track of the filing deadlines. Here’s a quick summary of the key dates:

FormDue Date
AOC-430 days from the conclusion of the AGM
MGT-7/MGT-7A60 days from the conclusion of the AGM or 28 November 2024, whichever is earlier

By understanding the timeline and submission process, companies can file their annual returns correctly and on time. This way, they avoid penalties or fines.

Role of Company Officers in Annual Returns

The annual return is a key document for every company. It lists important details at the end of the financial year. Company officers are key in making sure this document is correct and follows the rules. They sign the annual return, which is needed for filing.

Officers must also file the annual return on time. They have to do this within 60 days after the annual general meeting (AGM). If they don’t, they could face a penalty of ₹10,000 for the company and ₹100 for each day late.

To follow the rules, officers need to know the Companies Act, 2013 well. They must keep records up to date and file the annual return on time. They also need to share the link to the annual return on the company’s website.

  • Companies must file their Annual Return every year
  • The Annual Return must be prepared in MGT – 7 form as per Section 92(1)
  • Deadline for filing the Annual Return is within 60 days from the date of the annual general meeting (AGM)

Knowing their duties helps company officers keep their company in good standing. This avoids fines and keeps the company’s reputation high.

Company TypeMaximum Penalty
Companies₹2 lakhs
Officers in Default₹50,000

Common Mistakes and How to Avoid Them

Companies often make mistakes when filing annual returns. These errors can lead to fines and legal trouble. It’s key to be accurate and detailed in the filing process.

Some common mistakes include filing for the wrong tax year. Not signing or authenticating the return is another error. Missing the filing deadline is also a big mistake.

Companies must file their Annual Return within 60 days of the Annual General Meeting. If they don’t, they face penalties and could be struck off by the Registrar of Companies (RoC).

To avoid these mistakes, companies need to keep accurate records. This includes financial statements and tax returns. Knowing the filing fees and deadlines is also important.

For example, Form AOC-4 must be submitted within 30 days of the AGM. By being proactive, companies can avoid common mistakes. This ensures a smooth filing process.

Documentation Errors

Documentation errors can cause the annual return to be rejected. It’s vital to have accurate and complete records. All documents, like financial statements and tax returns, must be properly signed and authenticated.

Compliance Oversights

Ignoring compliance can lead to penalties and legal trouble. Companies must be aware of filing fees and deadlines. They also need to meet requirements for audited and consolidated financial statements.

Technical Submission Issues

Technical problems can delay the filing process. Companies need to plan carefully to avoid these issues. They should have the right infrastructure and expertise for electronic submissions.

Penalties and Legal Consequences

Not following Section 92 of the Companies Act 2013 can lead to big penalties for companies and their leaders. The company and all officers who didn’t follow the rules might face a penalty of ten thousand rupees. If they keep not filing, they could get fined one hundred rupees every day.

The legal consequences of not following the rules can be very harsh. For instance, M/s Nulinz Education Private Limited was fined Rs.1,94,300 for breaking Sections 92 and 137. This shows how serious the fines can be.

To stay clear of these penalties and legal consequences, companies must file their annual reports and financial statements on time. Here’s a table showing the possible fines for not following the rules:

SectionPenalty
Section 92Minimum penalty of Rs.10,000, maximum of Rs.2,00,000 for companies; Rs.50,000 maximum for officers in default
Section 137Fixed penalty of Rs.10,000; continuing failure penalty of Rs.100 per day, capped at Rs.2,00,000

Knowing the penalties and legal consequences of not following the rules helps companies meet their duties under Section 92 of the Companies Act 2013.

Conclusion: Ensuring Successful Compliance with Section 92

Following Section 92 of the Companies Act, 2013 is key for Indian companies. It helps keep things transparent and in line with the law. By knowing the rules, meeting deadlines, and avoiding mistakes, businesses can meet this important requirement.

The annual returns under Section 92 give a detailed look at a company’s work, directors, and important people. This info is useful for everyone involved, building trust in businesses. By focusing on compliance, companies show they care about Section 92 and good business practices.

To make sure they follow the rules, companies need to keep up with changes in the annual returns process. They should use online tools and keep accurate records. Taking action early and solving problems quickly helps avoid fines and legal trouble. This makes a company stronger in the market.

FAQ

What is the importance of Section 92 of the Companies Act 2013?

Section 92 of the Companies Act 2013 requires companies in India to file annual returns. These returns help keep the business world transparent and accountable. They also ensure companies follow the law.

What are the key components of the annual return required under Section 92?

The annual return must include important details. This includes the company’s registered office and its financial status. It also lists the names and addresses of key people and other corporate information.

What are the legal requirements and deadlines for filing annual returns?

Companies must file their annual returns within 60 days after each financial year ends. Not meeting this deadline can lead to fines and legal trouble for the company and its officers.

How can companies ensure they are meeting the requirements for filing annual returns?

Companies should know what information and documents are needed. They must also meet the filing deadlines. Following the guidelines for digital submission is also important.

What are the responsibilities of company officers in the preparation and filing of annual returns?

Directors and key managerial personnel are key in filing annual returns. They must ensure the information is correct and filed on time. They also need to sign and certify the return.

What are the common mistakes companies make when filing annual returns, and how can they be avoided?

Mistakes include errors in documents and missing important details. Companies can avoid these by carefully checking their work. They should also have good internal processes and seek help when needed.

What are the penalties and legal consequences for non-compliance with Section 92?

Not filing annual returns on time can lead to fines and legal action. Companies and their officers can face serious consequences. It’s vital to follow Section 92 to avoid these problems.

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