Friday, November 2, 2012

The Annual Return

What shall the Annual Return contain:

Relevant Section: Section 159 , Part 1, Schedule V of the Companies Act, 1956

  • registered office of the Company
  • register of its members
  • register of its debenture holders
  • its shares and debentures
  • its indebtedness
  • its members and debenture holders, past and present
  • its directors, managing directors, managers,secretaries past and present 
The past and present details of its members need not be given if in any of the preceding 5 annual returns the full details of past and present members and the shares held and transferred by them are contained.The return in question may contain only particulars of persons ceasing to be members since that date and shares transferred since that date or changes in shares held by members since that date.
Who is required to sign the Annual Return :

Relevant Section: Section 161(1) of the Companies Act, 1956

 The Annual Return must be signed by 
  • a director and by the Manager or Secretary
  • where there is no manager or secretary, by  two directors of the company one of whom shall be a managing director if there is one.
  • in case of listed companies, the annual return shall also be signed by a Company Secretary in Whole time practice.
Additional certification by the signatories:

Relevant Section: Section 161 (2)  of the Companies Act, 1956
  • The return states the facts as they stood on the day of the AGM correctly and completely
  • Since the date of the last annual return, the transfer of all shares and debentures and the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose.
  • in case of private company also that 1) the company has  not since the date of the AGM with reference to which the last annual return was filed, issued any invitation to the public to subscribe for any shares or debentures of the Company and that 2) where the annual return discloses the fact that the number of members of the company exceeds fifty, the excess consists wholly of persons who under Section 3 (1) (iii) (b) are not to be included in reckoning the number of fifty 


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