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;
c. its indebtedness;
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 indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; 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.
2. The annual return, filed by a listed company or, by a company having such paid-up capital and 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. An extract of the annual return in such form as may be prescribed shall form part of 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, within the time as specified, under section 403.
5. If a company fails to file its annual return under sub-section (4 ), before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is 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.
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 there under, he shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.
Legal Commentary & Landmark Judgments: Section 92
Section 92 mandates the preparation, certification, and filing of the statutory Annual Return (Form MGT-7), capturing the company's financial, managerial, operational, and shareholding position as at the close of the financial year.
Sub-section (5) imposes heavy penalties on default, while sub-section (6) subjects certifying company secretaries to severe fines for false certification.
The annual return is the most important annual disclosure document filed with the Ministry of Corporate Affairs. In corporate litigation before the NCLT, annual returns carry immense evidentiary weight under Section 95. Practicing Company Secretaries issuing MGT-8 compliance certificates face personal disciplinary action from the ICSI and MCA penalties under Section 92(6) for misrepresenting shareholding or board composition.