Section 92 of CA 2013 : Section 92: Annual Return

Explanation using Example

Imagine a scenario where XYZ Pvt. Ltd., a private company with a registered office in New Delhi, has just concluded its financial year on March 31st. As per Section 92 of the Companies Act, 2013, XYZ Pvt. Ltd. needs to prepare its annual return containing details such as:

• The address of its registered office and a description of its main business activities;
• The composition of its share capital, list of shareholders and the pattern of shareholding;
• Any changes in membership or debenture-holders that occurred during the year;
• Information on its Board of Directors, key managerial personnel, and any changes in these positions since the last financial year;
• Details of meetings held by the company, including the Board and committees, and attendance records;
• The remuneration paid to directors and key managerial personnel;
• Any penalties imposed on the company or its officers, and details of any legal compliance issues;

The annual return must be signed by a director and the company secretary, or if there is no company secretary, by a practicing company secretary.

XYZ Pvt. Ltd. held its annual general meeting (AGM) on September 15th and is required to file the annual return with the Registrar of Companies within sixty days, i.e., by November 14th. If XYZ Pvt. Ltd. fails to do so, the company and its officers will face a penalty starting at ten thousand rupees and an additional hundred rupees for each day the failure continues, up to a maximum as specified in the Act.