Companies Act 2013 Section 91
Companies Act 2013 Section 91 mandates annual return filing by companies to ensure transparency and compliance.
Companies Act 2013 Section 91 governs the requirement for companies to file an annual return with the Registrar of Companies (RoC). This return provides a snapshot of the company’s shareholding pattern, management, and other key details as of the financial year-end.
This section is crucial for corporate governance and regulatory compliance. Directors, shareholders, auditors, and professionals must understand it to ensure timely and accurate disclosures. Non-compliance can lead to penalties and affect the company’s legal standing.
Companies Act Section 91 – Exact Provision
This provision mandates that companies submit their annual return within 60 days after the annual general meeting (AGM). The return must include details such as shareholding, indebtedness, and changes in directors or key managerial personnel. It ensures transparency and keeps the RoC updated.
Annual return filing is mandatory for all companies.
Must be filed within 60 days of the AGM.
Includes details of shareholding and management.
Ensures updated public records with RoC.
Non-compliance attracts penalties.
Explanation of Companies Act Section 91
This section requires companies to file an annual return annually with the RoC, reflecting the company’s status as on the financial year-end.
Applies to all companies registered under the Act.
Directors and company secretaries are responsible for compliance.
Annual return must be filed in prescribed Form MGT-7.
Trigger: holding of the annual general meeting.
Permits updating company records and shareholder information.
Prohibits delay or omission in filing.
Purpose and Rationale of Companies Act Section 91
The section aims to promote transparency and accountability by mandating disclosure of key company information annually.
Strengthens corporate governance through regular disclosures.
Protects shareholders by providing updated ownership data.
Ensures accountability of directors and management.
Prevents concealment of company affairs.
When Companies Act Section 91 Applies
This section applies annually to all companies after their financial year-end and AGM.
All companies, irrespective of size or type.
Compliance required within 60 days post-AGM.
Applicable after every financial year closure.
Exemptions limited; mostly mandatory.
Legal Effect of Companies Act Section 91
This provision creates a mandatory disclosure duty. Filing the annual return updates the company’s official records with the RoC, impacting legal compliance and public transparency. Failure to file can lead to monetary penalties and prosecution under the Act. It also interacts with MCA’s electronic filing system, making compliance easier but strictly monitored.
Creates mandatory filing obligation.
Non-compliance attracts penalties and prosecution.
Ensures updated public records.
Nature of Compliance or Obligation under Companies Act Section 91
Compliance is mandatory and recurring annually. Directors and company secretaries must ensure timely and accurate filing. It is a one-time obligation each year but critical for ongoing corporate governance. Internal processes must be aligned to gather and verify data for filing.
Mandatory annual compliance.
Responsibility lies with directors and company secretaries.
One-time filing per year post-AGM.
Impacts internal governance and record-keeping.
Stage of Corporate Action Where Section Applies
The section applies primarily after the financial year-end and during the annual general meeting phase. It involves data compilation, board approval, shareholder meeting, and filing with RoC.
After financial year-end closure.
During preparation for and after AGM.
Board and shareholder approval of annual return.
Filing with RoC within 60 days post-AGM.
Ongoing compliance in subsequent years.
Penalties and Consequences under Companies Act Section 91
Failure to file the annual return timely attracts monetary fines. Continued default may lead to higher penalties and prosecution. Directors may face disqualification in extreme cases. The company may also face additional fees and directions from the RoC.
Monetary fines for late filing.
Possible prosecution for non-compliance.
Director disqualification risks.
Additional fees and remedial orders.
Example of Companies Act Section 91 in Practical Use
Company X completed its financial year on March 31 and held its AGM on September 15. The directors ensured that the annual return, detailing shareholding and management changes, was filed with the RoC by November 14, within 60 days of the AGM. This compliance helped maintain Company X’s good standing and avoided penalties.
Timely filing ensures regulatory compliance.
Accurate data protects company reputation.
Historical Background of Companies Act Section 91
Section 91 replaced earlier annual return filing provisions under the Companies Act, 1956. It was introduced in the 2013 Act to enhance transparency and align with modern corporate governance standards. Amendments have refined filing timelines and formats to improve compliance ease.
Replaced older annual return rules from 1956 Act.
Introduced for improved transparency in 2013.
Amended for electronic filing and stricter timelines.
Modern Relevance of Companies Act Section 91
In 2026, Section 91 remains vital for digital compliance through the MCA portal. It supports governance reforms and transparency in an evolving corporate environment. The section aligns with ESG and CSR trends by ensuring shareholder and stakeholder information is current.
Supports digital filing via MCA portal.
Enhances governance and transparency.
Aligns with ESG and CSR compliance.
Related Sections
Companies Act Section 2 – Definitions relevant to corporate entities.
Companies Act Section 92 – Annual financial statements and board report.
Companies Act Section 134 – Board’s report requirements.
Companies Act Section 149 – Appointment of directors.
Companies Act Section 448 – Penalties for false statements.
SEBI Act Section 11 – Regulatory oversight for listed companies.
Case References under Companies Act Section 91
No landmark case directly interprets this section as of 2026.
Key Facts Summary for Companies Act Section 91
Section: 91
Title: Annual Return Filing
Category: Compliance, Governance
Applies To: All companies
Compliance Nature: Mandatory annual filing
Penalties: Monetary fines, prosecution, director disqualification
Related Filings: Form MGT-7
Conclusion on Companies Act Section 91
Section 91 of the Companies Act 2013 is a cornerstone provision ensuring that companies maintain transparency by filing annual returns. This filing keeps shareholders, regulators, and the public informed about the company’s ownership and management structure.
Understanding and complying with this section is essential for directors and company secretaries to avoid penalties and maintain corporate credibility. It supports good governance and legal compliance in India’s corporate landscape.
FAQs on Companies Act Section 91
What is the deadline for filing the annual return under Section 91?
The annual return must be filed within 60 days from the date of the company’s annual general meeting. This ensures timely updating of company records with the Registrar of Companies.
Who is responsible for filing the annual return?
The company’s board of directors and company secretary are responsible for preparing and filing the annual return accurately and on time with the RoC.
What information is included in the annual return?
The annual return includes details about the company’s shareholding pattern, directors, key managerial personnel, and changes during the financial year.
What are the penalties for late filing of the annual return?
Late filing attracts monetary fines which increase with delay. Persistent non-compliance may lead to prosecution and director disqualification.
Does Section 91 apply to all types of companies?
Yes, Section 91 applies to all companies registered under the Companies Act, regardless of size or type, making annual return filing mandatory for all.