Section 92, Companies Act 2013 — The Annual Return

What the section does

• Every company prepares an annual return containing the particulars the section lists — registered office, shareholding, directors, meetings, remuneration and penalties among them — as they stood at the close of the financial year.
• The return is filed with the Registrar within sixty days from the date of the annual general meeting, or from the date the meeting should have been held if it was not held at all.
• On default, sub-section (5) imposes a penalty of ₹10,000 on the company and on every officer in default, with a further ₹100 for each day the failure continues.
• The continuing penalty is capped at ₹2,00,000 for the company and ₹50,000 for an officer in default.

Penalty

₹10,000 + ₹100 a day. Up to ₹2,00,000 for the company and ₹50,000 for each officer in default.

Where people go wrong

• Counting sixty days from the year end. The period runs from the annual general meeting.
• Assuming that not holding the meeting stops the clock. The section counts from the date the meeting was due.
• Treating this as the same filing as the financial statement. MGT-7 and AOC-4 are separate forms under separate sections with separate due dates.
• Forgetting that the penalty attaches to officers personally as well as to the company.

Common questions

When is MGT-7 due?

Within sixty days of the annual general meeting, under section 92(4) of the Companies Act, 2013. Where no meeting was held, the sixty days run from the last date on which it should have been held.

What is the penalty for a late annual return?

Section 92(5) imposes ₹10,000 on the company and on every officer in default, plus ₹100 for each day of continuing failure, subject to ₹2,00,000 for the company and ₹50,000 for an officer.

Is the annual return the same as the financial statement filing?

No. The annual return is MGT-7 under section 92; the financial statement is filed in AOC-4 under section 137. Both are due, on different dates, and both carry their own consequence for delay.

Act on this

• Section 137 — filing the financial statement
• Section 403 — the additional fee for filing late
• ROC late fee calculator

• Section 137 — filing the financial statement
• Section 403 — the additional fee for filing late
• ROC late fee calculator

About this summary

A plain-English summary of what this provision requires, not a reproduction of it and not legal advice. Read alongside the bare Act, and take advice on anything turning on your own facts.