What's New in Annual Return (Section 92) Recent Modifications By ACS Prem Munjal


Dear Professional Colleagues,

As like earlier, every company shall prepare and file an annual return with the ROC in e-form MGT-7 within 60 days of the AGM; where it is held; or within 60 days from the date when it should have been held (i.e, with an extended date).

Such return shall be signed by a Director and Company Secretary, or Practising CS if Company has no whole-time CS.

However, in case of Listed and public companies having paid up >= 10 crores or turnover >=50 crore

The return shall also be certified by practising Company Secretary in form MGT 8.


Since, so far, the section from Stakeholders point of view has contained some complexities, therefore, the MCA has recently been amended the provision by notification dated 7th May 2018 and introduced 6 changes in the section.

(http://www.mca.gov.in/Ministry/pdf/CompaniesAmendmentNoti_07052018.pdf)

However, there is nothing to be worried about the amendment has been taken place in section 92 of the Companies Act 2013. The total 2 out of 6 changes so far have been made to make the section more comprehensive also includes steps to promote electronic corporate governance.

We have made every efforts to bring for you all the changes at a place in the precise manner as discussed below for your convenience:

  • The clause c of sub-section 1 has proposed to be omitted;
  • In clause j, the words "indicating their names, addresses, country of incorporation, registration, and percentage of shareholding held by them" proposed to be omitted;
  • A new proviso proposed to be inserted after the first proviso u/s 92 (1) to give powers to the central government to define an abridged set of annual return for OPC, Small company and other class or classes of companies as may be prescribed through rules;
  • The sub-section 3 has also been proposed to be substituted with the insertion of a new subsection in place which mandate & promote electronic Corporate Governance that "every company shall host its annual return on its website if any, and also give a reference to the web link in its board report;
  • Under sub-section 4 & 5 of section 92, the reference to section 403 has been omitted w.e.f. 7th May 2018; and
  • Under sub-section 5, the words "under section 403 with additional fees" has been substituted with 'therein' w.e.f. 7th may 2018. 

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