Sections 91 and 92 of the Companies Act, 2013: Closure of Registers and Annual Return

Section 91: Power to close register of members, debenture-holders or other security holders

Section 91 permits a company to close its register of members, register of debenture-holders or register of other security holders for limited periods. Closure is useful when the company needs a fixed membership or security-holder position for a corporate action, but the statutory limits and notice requirements must be followed.

Penalty for improper closure under Section 91(2)

If a register is closed without the required notice, on shorter notice than permitted, or beyond the statutory time limits, the company and every officer in default are liable to a penalty of Rs. 5,000 for every day of default, subject to a maximum of Rs. 1,00,000.

Rule 10: How notice of closure is given

Section 91 operates with Rule 10 of the Companies (Management and Administration) Rules, 2014. The rule prescribes the manner of giving notice when a register is to be closed.

For companies to which the general publication requirement applies, notice is given at least seven days in advance through an advertisement in a vernacular newspaper having wide circulation in the place of the registered office and an English newspaper circulating in that district with wide circulation, together with the applicable website publication. A listed company or a company intending to list must also comply with the manner specified by SEBI.

Rule 10(2) provides a specific relaxation for a private company: the publication requirement in Rule 10(1) does not apply if notice has been served on all members of the private company not less than seven days before closure.

Section 92: Annual return

An annual return is the statutory yearly return containing prescribed corporate particulars as they stand at the close of the financial year. Section 92 requires every company to prepare the annual return in the prescribed form and in accordance with the Companies (Management and Administration) Rules, 2014.

Information covered by the annual return

Subject to the current prescribed form and applicable rules, Section 92(1) covers matters including:

• registered office, principal business activities, and holding, subsidiary and associate companies;
• shares, debentures, other securities and shareholding pattern;
• members and debenture-holders and changes since the close of the previous financial year;
• promoters, directors and key managerial personnel and changes during the relevant period;
• meetings of members, the Board and committees, including attendance details;
• remuneration of directors and key managerial personnel;
• penalties or punishments imposed, compounding of offences and appeals relating to such penalty or punishment;
• prescribed compliance certifications and disclosures;
• prescribed details concerning shares held by or on behalf of Foreign Institutional Investors; and
• other matters prescribed under the Act and Rules.

Signing of annual return

The annual return is signed as required by Section 92(1) and the applicable form. For a One Person Company or small company, the Act provides that the annual return shall be signed by the company secretary or, where there is no company secretary, by the director of the company. The Central Government may prescribe an abridged annual return for OPCs, small companies and other prescribed classes.

Annual return forms: MGT-7, MGT-7A and MGT-8

Certification in Form MGT-8 states, in substance, that the annual return discloses the facts correctly and adequately and that the company has complied with the applicable provisions of the Companies Act, 2013.

Time limit for filing annual return with the Registrar

Under Section 92(4), every company must file a copy of its annual return with the Registrar within 60 days from the date on which the annual general meeting is held. If no annual general meeting is held, the return is filed within 60 days from the date on which the annual general meeting should have been held, together with a statement specifying the reasons for not holding the meeting and the applicable filing fee or additional fee.

Penalty for failure to file annual return

Under the current Section 92(5), failure to file the annual return within the period specified in Section 92(4) attracts a penalty of Rs. 10,000 on the company and every officer in default, plus Rs. 100 for each day of continuing failure after the first day. The maximum is Rs. 2,00,000 for the company and Rs. 50,000 for an officer in default.

Under Section 92(6), a company secretary in practice who certifies an annual return otherwise than in conformity with Section 92 or the rules made under it is liable to a penalty of Rs. 2,00,000.

Practical compliance checklist

1. Check whether a proposed register closure stays within the 30-day single-period and 45-day annual limits.
2. Issue the required Section 91 and Rule 10 notice and apply SEBI requirements where relevant.
3. Prepare the annual return using the form applicable to the company: MGT-7 or MGT-7A.
4. Check whether MGT-8 certification by a company secretary in practice is required.
5. If the company has a website, place the annual return on it and disclose its web-link in the Board's report.
6. File the annual return with the Registrar within the Section 92(4) deadline.

Official resources

For authoritative text, amendments, forms and current filing services, refer to the Ministry of Corporate Affairs and, for listed-company requirements, the Securities and Exchange Board of India. The official Companies Act, 2013 and the Companies (Management and Administration) Amendment Rules, 2021 are useful statutory references.

This page is a general legal-information resource. For a filing or compliance decision, verify the latest Act, Rules, MCA forms, notifications, circulars and applicable SEBI requirements as on the relevant date.