Compliance Management, Audit and Due Diligence · Signing and Certification

Annual Return under Section 92 of the Companies Act, 2013

Updated 11 October 2026 · Fact-checked

The annual return is a statement every company prepares under Section 92, showing its particulars as they stood on the close of the financial year. It is signed as the section requires and filed with the Registrar within 60 days of the AGM. Late filing attracts a daily penalty.

Understand Annual Return under Section 92

An annual return is a yearly snapshot of the company. It shows who the company is, who owns it, who runs it and how it behaved during the year. The Registrar and the public use it to track the company.

Section 92(1) says every company must prepare it in the prescribed form. The particulars are those as they stood on the close of the financial year. The form is commonly known as MGT-7 (and MGT-7A for the abridged form). Check the form name and attachments in the Rules, as the section itself only says "prescribed form".

The section lists the contents. These include the registered office, principal business activities, and holding, subsidiary and associate companies. They also cover shares, debentures, other securities and shareholding pattern; members and debenture-holders with changes since the previous year-end; promoters, directors and KMP with changes; meetings of members, Board and committees with attendance; remuneration of directors and KMP; penalties, punishments, compounding and appeals; compliance certification matters; and FII shareholding details. Clause (c) has been omitted, so do not cite it.

Two more points matter. An extract of the annual return forms part of the Board's report (Section 92(3)). And the Central Government may prescribe an abridged form for One Person Companies, small companies and other prescribed classes.

A listed company, or a company with prescribed paid-up capital or turnover, must also have the annual return certified by a company secretary in practice in the prescribed form. The certificate states that the return discloses the facts correctly and adequately and that the company has complied with all the provisions of the Act.

Key rules to remember

Filing deadline: Within 60 days from the date of the AGM; If no AGM is held in the year, 60 days from the date on which the AGM should have been held, along with a statement of reasons for not holding it. Section 92(4).
Who signs: Director + company secretary (or CS in practice if no CS); For an OPC and a small company: the company secretary, or the director if there is no company secretary. Section 92(1) and its proviso.
Certification by PCS: Listed company or company of prescribed paid-up capital or turnover; Certified by a company secretary in practice in the prescribed form. Section 92(2).
Penalty for late filing: ₹10,000 + ₹100 per day after the first day; Applies to the company and every officer in default. Maximum ₹2,00,000 for the company and ₹50,000 for an officer in default. Section 92(5).
Penalty on PCS: ₹2,00,000; Where a PCS certifies the return otherwise than in conformity with the section or Rules. Section 92(6).
Extract in Board's report: Extract of annual return forms part of Board's report; Section 92(3), in the prescribed form.

How to solve Annual Return under Section 92 questions

Annual return questions are case-based. Work through the facts in a fixed order so you do not miss a condition.

1Identify the company type: public, private, OPC, small, listed. This decides who signs and whether the abridged form or PCS certification applies.
2State the rule: the return is prepared as on the close of the financial year, in the prescribed form, under Section 92(1).
3Check the contents against the facts, such as changes in directors, members or shareholding since the previous year-end.
4Check signing: director and company secretary, or the CS in practice if there is no CS. Apply the proviso for OPC and small company.
5Check certification: is it a listed company or one meeting the prescribed capital or turnover? If yes, a PCS certificate is needed.
6Compute the filing deadline: 60 days from the AGM date, or from the date the AGM should have been held.
7Apply the penalty if late: ₹10,000 plus ₹100 per day after the first, subject to the caps.
8Conclude with a clear advice and the compliance action, such as filing with additional fees.

Quickest way: Who, When, What, Penalty

When to use it: Use it for short-answer or case questions where time is tight.

Who: every company prepares it; check signatories for OPC or small company.
When: 60 days from the AGM (or the date it was due).
What: particulars as on the close of the financial year; extract goes in the Board's report.
Extra: PCS certificate for a listed company or prescribed-size company.
Penalty: ₹10,000 + ₹100 per day after the first; caps ₹2,00,000 (company) and ₹50,000 (officer).

Common mistakes in Annual Return under Section 92

Counting 60 days from the end of the financial year.
Students confuse it with other year-end filings.
Fix: The clock runs from the date of the AGM, or the date it should have been held.
Saying every company's return needs a PCS certificate.
The word "certified" is remembered without the condition.
Fix: Certification applies to a listed company or a company with the prescribed paid-up capital or turnover.
Applying the director and company secretary signing rule to an OPC or small company.
The proviso is skipped.
Fix: For these companies the company secretary signs, or the director if there is no company secretary.
Applying the penalty without the caps, or quoting old figures.
Older amounts are remembered from earlier versions.
Fix: Use ₹10,000 plus ₹100 per day after the first, capped at ₹2,00,000 for the company and ₹50,000 for an officer in default.
Citing Section 92(1)(c) as a content item.
Older notes list it.
Fix: Clause (c) is omitted. Cite the remaining clauses only.
Forgetting the extract in the Board's report.
The return and the Board's report are treated as separate topics.
Fix: Remember Section 92(3): an extract of the annual return forms part of the Board's report.

Worked examples

Example 1

Sunrise Textiles Ltd, an unlisted public company in Surat, held its AGM on 30 September. The annual return was filed on the 70th day after the AGM. Is there a default? What penalty applies to the company?

Show the solution

The company must file within 60 days from the AGM date under Section 92(4).
Filed on day 70, so it is 10 days late.
Penalty: ₹10,000 for the failure, plus ₹100 for each day after the first during which the failure continues.
The failure began on day 61. Days after the first day of default: 10 − 1 = 9.
Continuing penalty = 9 × ₹100 = ₹900.
Total = ₹10,000 + ₹900 = ₹10,900, well below the ₹2,00,000 cap.
Every officer in default is also liable, with a cap of ₹50,000 each.

Answer: Yes, there is a default of 10 days. The company's penalty is ₹10,900, and every officer in default is also liable to a penalty under Section 92(5).

Example 2

Kaveri Agro Pvt Ltd is a small company with no company secretary. Its director asks who must sign the annual return and whether a PCS certificate is required.

Show the solution

The general rule needs a director and a company secretary.
The proviso covers an OPC and a small company: the company secretary signs, or where there is none, the director.
Kaveri Agro is a small company with no company secretary, so the director signs.
Certification under Section 92(2) applies to a listed company or a company with prescribed paid-up capital or turnover.
Kaveri Agro is unlisted. A PCS certificate is needed only if it meets the prescribed capital or turnover limits in the Rules.
Advise the director to check the limits and file within 60 days of the AGM.

Answer: The director signs, since there is no company secretary. PCS certification is required only if the company crosses the prescribed paid-up capital or turnover thresholds; it is not listed.

Exam tips

Write the section number with each point: 92(1) contents and signing, 92(2) certification, 92(3) Board's report, 92(4) filing, 92(5) penalty, 92(6) PCS penalty.
In case questions, first classify the company. The signing and abridged-form answers depend on it.
Show the penalty arithmetic and mention the caps. This earns easy marks.
Mention the extract in the Board's report. Many students leave it out.
Close with a practical step: file with additional fees and put the return on record.

Practice questions from Signing and Certification

Annual Return under Section 92 in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Annual Return under Section 92: frequently asked questions

What is the due date for filing the annual return?

Within 60 days from the date of the AGM. If no AGM is held in the year, it is 60 days from the date on which the AGM should have been held, with a statement of reasons.

Who signs the annual return?

A director and the company secretary, or a company secretary in practice where there is no company secretary. For an OPC and a small company, the company secretary signs, or the director if there is no company secretary.

Is a PCS certificate needed for every company?

No. It is needed for a listed company or a company with the prescribed paid-up capital or turnover. The certificate says the return discloses the facts correctly and adequately and that the company has complied with the Act.

What is the penalty for late filing?

The company and every officer in default face ₹10,000 plus ₹100 for each day after the first. The maximum is ₹2,00,000 for the company and ₹50,000 for an officer in default.