Section 92 — Annual return

(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;
2* * * * *
(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 there in 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 3***; 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.

1. Subs. by Act 29 of 2020, s. 19, for sub-section (11) (w.e.f. 21-12-2020).
2. Clause (c) omitted by Act 1 of 2018, s. 23 (w.e.f. 5-3-2021).
3. The words “indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by
them” omitted by s. 23, ibid (w.e.f. 5-3-2021).

1[Provided further that the Central Government may prescribe abridged form of annual return for “One
Person Company, small company and such other class of classes of companies as may be prescribed”.]
(2) 2[The annual return, filed by a listed company or, by a company having such paid-up capital or turnover
as may be prescribed] shall be certified by a company secretary in practice in the prescribe d 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, 3***.
4[(5) If any company fails to file its annual ret urn under sub -section (4), before the expiry of the period
specified therein, such company and its every officer who is in default shall be liable to a penalty of 5[ten
thousand rupees] and in case of continuing failure, with a further penalty of one hundr ed rupees for each day
after the first during which such failure continues, subject to a maximum of 6[two lakh rupees in case of a
company and fifty thousand rupees in case of an officer who is an default].]
(6) If a company secretary in practice certifies the annual return otherwise than in conformity with the