Company Annual Return: Ensuring Compliance
Company Annual Return: Meaning, Particulars, Documents, Fees, and Timelines
Every company registered under the Companies Act, 2013 is required to comply with various statutory formalities, one of which is filing the annual return. Irrespective of its size or structure—whether a private company, public company, or LLP—every entity must file its annual return. The annual return contains key information about the company, helping stakeholders stay informed and strengthening corporate governance and transparency. BizCatalyst Technologies can be your trusted professional partner, assisting you in the timely and accurate filing of annual returns in compliance with the Companies Act, 2013.
What is the Annual Return of a Company?
The annual return of a company is a statutory document that contains key information about the company. It includes details of the company’s financial position, management, directors, shareholding pattern, and other essential disclosures. Every class of company is required to file its annual return. The Companies Act, 2013 lays down comprehensive provisions governing annual filings for private limited companies as well as other types of companies.
Particulars of Company Annual Return
Every company is required to prepare an annual return containing the following particulars:
Details of the registered office, principal business activities, and particulars of holding, subsidiary, and associate companies
Information relating to shares, debentures, other securities, and the shareholding pattern of the company
Details of the company’s liabilities
Particulars of members and debenture holders, including any changes during the year
Details of promoters, directors, and key managerial personnel (KMP), along with any changes
Information on meetings of members or any class of members, the Board of Directors, and Board committees
Remuneration paid to directors and key managerial personnel
Details of penalties or punishments imposed on the company, its directors, or officers, including information on compounding of offences and appeals filed
Matters relating to certification of compliance
Details of shares held by or on behalf of foreign institutional investors
Any other information as may be prescribed under applicable laws
Due Date of Filing Company Annual Return
The annual return of a company must be filed within 60 days from the conclusion of its Annual General Meeting (AGM). Every company is required to hold its AGM within six months from the end of the financial year, i.e., on or before 30th September. Accordingly, the annual return must be filed no later than 29th November each year.
Forms of Company Annual Return
Every company is required to file its annual return in Form MGT-7. Form MGT-7 is an electronic form available on the online portal of the Ministry of Corporate Affairs (MCA).
All companies, including One Person Companies (OPCs), must file their annual return in the prescribed format using Form MGT-7 in accordance with the Companies Act, 2013.
Authorised Signatories to Company Annual Return
The annual return of a company must be signed by any one director authorised by the Board of Directors for this purpose. The authorised director may or may not be the Managing Director or a Whole-Time Director. If the company has a whole-time Company Secretary, the annual return must also be signed by the Company Secretary. In the absence of a Company Secretary, the annual return is required to be signed by a Company Secretary in practice.
In the case of a One Person Company (OPC), the annual return must be signed by the sole director. If the OPC has a whole-time Company Secretary, the annual return must additionally be signed by the Company Secretary.
Certification of Company Annual Return
The Companies Act, 2013 also mandates certification of the company’s annual return for certain categories of companies. The following classes of companies are required to have their annual return certified by a Company Secretary in practice:
Every listed company
Unlisted public companies having:
Paid-up share capital of ₹10 crore or more, or
Turnover of ₹50 crore or more
The Company Secretary in practice must certify the annual return in Form MGT-8, confirming that the information disclosed in the annual return is true and correct and that the company has complied with all applicable provisions of the Companies Act, 2013 and related rules.
Penalty for Non-Compliance
Annual filings are a mandatory and critical compliance requirement for every company and must be taken seriously. In the event of a default in filing the annual return, a penalty of ₹100 per day is levied on the company for each day the default continues, until the filing is completed.
Documents for Company Annual Return
The following documents are required to be attached while filing the company’s annual return:
List of shareholders
Copy of duly certified Form MGT-8, wherever applicable
Approval letter for extension of the AGM, if any
Any other attachment, as may be applicable or required based on the company’s circumstances
