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ICSI releases revised edition of draft guidance notes on 'Annual Return'




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The Companies Act, 2013, a historic legislation which intends to improve corporate governance and empower shareholders. It moves from the regime of control to that of liberalisation/self-regulation. The Act has incorporated a framework which is based on self-regulation but with enhanced disclosures and accountability on the part of companies and their managements.

The corporate sector will be required to exhibit responsible self-regulation and corporate governance on their part, which necessitates the services of independent, competent and responsible governance professionals. Regulators too are increasingly relying on professionals in achieving better governance and Independent professionals are seen as an extended arm of the government.

Section 92 of the Companies Act, 2013 requires every company to prepare an Annual Return, a comprehensive document which contains information of a company relating to its share capital, indebtedness, directors, shareholders, changes in directorships, corporate governance disclosures etc.

The Annual Return is required to be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. In case of One Person Company and small company, the Annual Return is to be signed by the company secretary, or where there is no company secretary, by the director of the company.

The Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 further provides that the Annual Return, filed by a listed company or by a company having paid-up share capital of Rs.10 crore or more or turnover of Rs. 50 crore or more shall be certified by a company secretary in practice in the prescribed form, stating that the Annual Return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

The Institute has brought out this publication to guide the company secretaries in preparing the Annual Return and the company secretaries in practice in its certification.

I place on record my sincere thanks to CS Atul Mehta, Council Member, ICSI, CS Mahesh A. Athavale, Past President, ICSI and Practising Company Secretary and Mr. V K Agarwal, former Principal Director, ICSI for their valuable inputs in finalizing the handbook.

I commend the dedicated efforts put in by team ICSI led by CS Alka Kapoor, Joint Secretary and comprising CS Banu Dandona, Deputy Director, CS Deepa Khatri, Assistant Director and CS Disha Kant, Assistant Education Officer in the Directorat of Professional Development –II in preparing this publication under the overall guidance of CS Sutanu Sinha, Chief Executive, ICSI and the guidance and leadership of CS Sanjay Grover, Central Council Member and Chairman, Corporate Laws and Governance Committee, ICSI.

In any publication of this kind, there is always a scope for further refinement. I would be personally grateful to the users and readers for their feedback and suggestions in this regard.


READ FULL GUIDANCE NOTE


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