12.8.11 (Annual Return)

Section 159 provides that every company having a share capital must prepare and file within sixty days from the date on which its annual general meeting is Held, or if no annual general meeting is Held, from the date when the meeting ought to have been Held, with the Registrar an Annual Return in accordance with Part I of Schedule V, which prescribes the contents as follows:

            (i) the address of the Registered office of the company;

            (ii) the name and address of the country where Foreign Register of members is kept;

            (iii) a summary of share capital and debentures: (a) the number of shares issued for cash; (b) the number of shares for consideration other than in cash; (c) the nominal amount of capital in respect of each class of shares; (d) the number of shares into which nominal capital is divided; (e) the number of shares taken up to the last annual general meeting; (f) the amount called up; (g) the total amount of commission paid; (h) the discount allowed on any shares or debentures; (i) the shares forfeited and the amount paid-up thereon; (j) the share warrants issued and surrendered.

            (iv) The total indebtedness of the company in respect of all charges (including mortgages) which are required to be registered with the Registrar under s.125.

            (v) List of present members and debenture holders and also of past members who have ceased to be members or debenture holders since the date of the last annual meeting, giving full particulars of the number of shares or debentures Held and details of transfer, if any.

            (vi) A list of its directors, managing directors, and managers, past and present.

With a view to avoid repetition of cumbersome particulars, notes appended to the Annual Return in Schedule V, it is provided that where any of the five preceding returns has given full particulars as to past and the shares Held and transferred by them, the Return in question may contain only such of the particulars as relate to persons ceasing to be or becoming members and to shares transferred or to changes in the number of shares Held since the date of one of these Returns.

Where any of the company’s shares are converted into stock, notice regarding which has been given to the Registrar, the list must state the amount of the stock Held by each member instead of shares so converted previously Held by him.

Signing of the annual return (s.161). The copy of the annual return to be filed with the Registrar shall be signed both by a director and by the manager or secretary of the company or where there is no manager or secretary, by two directors of the company ,one of whom shall be the managing director where there is one.

In case of a company whose shares are listed on a recognised stock exchange, the copy of such annual return shall also be signed by a secretary in whole-time practice.

If default is made in filing the Annual Return, the company and every officer in default is liable to be fined upto Rs 50 per day during the period of default.