Contents of Annual Return

The annual return shall contain particulars as on the close of the financial year regarding:

• • Corporate Structure: Registered office, principal business activities, holding/subsidiary/associate companies
  • Capital: Shares, debentures, securities and shareholding pattern
  • Stakeholders: Members, debenture-holders and changes therein
  • Management: Promoters, Directors, Key Managerial Personnel (KMP) and changes therein
  • Meetings: Details of Members, Board and Committee meetings with attendance
  • Remuneration: Of Directors and KMP
  • Compliance: Penalties, punishments, compounding of offences, appeals
  • Foreign Holdings: Details of shares held by/on behalf of Foreign Institutional Investors
  • Certifications: As prescribed

Certification Requirements for Certain Companies (Section 92 (2), Rule 11(2) of Companies (Management and Administration) Rules 2014)

Companies requiring certification (Form MGT-8): Listed companies OR companies with:

• • Paid-up capital ≥ ₹10 crore, OR
  • Turnover ≥ ₹50 crore

Must be certified by a Company Secretary in Practice stating correctness and adequacy of disclosures and compliance with the Act.

Signing Authority

Note: The Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed

Filing Timeline

Within 60 days from:

• • Date of Annual General Meeting (AGM), OR
  • Date by which AGM should have been held (if not held, with reasons and such additional fee as may be prescribed)

Publication Requirements

Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report.