# Annual Return [Section 92 & 94]
## Form of Annual Return
| Type of Company | Form | Signing |
|---|---|---|
| OPC and Small Company | MGT-7A (abridged) | CS, or director (if no CS) |
| Other Companies | MGT-7 | Director AND CS (if no CS → CS in practice) |
| Private company (startup, no default u/s 92 & 137) | MGT-7 | CS, or director (if no CS) |
## Contents of Annual Return (As at Close of FY)
- Registered office, principal business activities, particulars of holding/subsidiary/associate companies.
- Shares, debentures and other securities; shareholding pattern.
- Shares held by/on behalf of Foreign Institutional Investors.
- Members, debenture-holders, promoters, directors & KMP (with changes since last FY).
- Meetings of members, BOD, committees (with attendance details).
- Remuneration of directors & KMP.
- Penalty/punishment imposed on company, directors or officers; compounding of offences; appeals.
- Matters of certification of compliances and prescribed disclosures.
- Other prescribed matters.
## Certification of Annual Return (Form MGT-8)
Required for:
- Listed Company, OR
- Any company with paid-up share capital ≥ ₹10 crores, OR
- Turnover ≥ ₹50 crores.
Certification by a CS in practice confirms facts are disclosed correctly and adequately and the company has complied with all provisions.
Penalty on defaulting CS in practice: ₹2 lakhs.
## Filing with ROC
Copy of annual return shall be filed with ROC within 60 days of:
- Date of AGM, OR
- If AGM not held → 60 days from the date by which AGM should have been held (with reasons for not holding AGM).
### Penalty for Non-Filing
Company & officer in default: ₹10,000 + ₹100/day; subject to maximum:
- Company: ₹2 lakhs
- Officer in default: ₹50,000
## Place of Keeping & Preservation [Section 94]
- Annual return kept at registered office, OR at any other place in India where >1/10th members reside (if SR passed).
- Company shall place annual return on its website; web-link disclosed in BOD report.
- Preserved for 8 years from filing with ROC.
## Inspection, Extract and Copies
- Open for inspection during business hours (≥2 hours/day on working day).
- Free for member/debenture-holder/security-holder/beneficial owner.
- Any other person: fee per AOA, ≤ ₹50 per inspection.
- Extracts free; copies ≤ ₹10 per page (within 7 days of deposit).
### Penalty for Refusal
Company & officer in default: ₹1,000/day per default, max ₹1 lakh.