THE COMPANIES ORDINANCE, 1972

Annual Returns

114.—(1) Every company shall, once at least in every year, make a return in the prescribed form containing the information specified in the Fifth Schedule to this Ordinance.

Provided that—

(a)   a company need not make a return under this subsection either in the year of its incorporation or, if it is not required by section 119 to hold an annual general meeting during the following year, in that year ;

(b)   the return may, in any year, if the return for either of the two immediately preceding years has given as at the date of that return the full particulars required by paragraph 5 of the Fifth Schedule, give only such of the particulars required by that paragraph as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date.

(2)  The annual return shall be completed within forty-two days after the annual general meeting for the year, whether or not that meeting is the first or only general meeting of the company in the year, and the company shall forthwith forward it to the Registrar duly signed by all the directors and by the secretary of the company.

(3)  If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding one hundred rupees for every day during the first month that default continues.. two hundred and fifty rupees for every day during the next two months that default continues, and five hundred rupees for every day that default continues thereafter,

(4) The Governor in Council may by regulations supplement, amend or rescind any of the requirements of the Fifth Schedule to this Ordinance, and it shall then take effect subject to the modifications made by such regulations.

115.—(1) Subject to the provisions of this Ordinance, there shall be delivers) to the Registrar with the annual return of a company: —

(a)   a written copy, certified both by a director and by the secretary of the company to be a true copy, of all balance sheets, profit and loss accounts and group accounts laid before the company in general meeting or circulated to members and registered debenture holders during the period to which the return relates ; and

(b)   a copy, certified as aforesaid, of the reports of the auditors on, and of the reports of the directors accompying, all such accounts ;

and where any such account or other document is in a foreign language there shall be annexed to that account or document a translation in English of the account or other document certified in the prescribed manner to be a correct translation.

(2)  If any such account or document as aforesaid did not comply with the requirements of the law as in force at the date of the audit with respect to the form of accounts or documents aforesaid, as the case may be, there shall be made such additions to and corrections in the copy as would have been required to be made in the account or document in order to make it comply with the said requirements, and the fact that the copy has been so amended shall be stated thereon.

(3)  For the purpose of section 114(3) the accounts and documents required by this section to be delivered with the annual return shall be deemed to be part thereof.

(4)  This section shall not apply to a proprietary company which delivers to the Registrar with its annual return the certificates required by subsections (1) and (2) of section 116.

116.—(1) A proprietary company shall deliver to the Registrar with its annual return a certificate signed by each of its directors and by its secretary that the conditions required to be fulfilled for a company to be a proprietary company have been fulfilled in respect of it conti-nously and without exception since the date of its incorporation, or the date of its last annual return, or the date on which the Registrar issued a certificate of incorporation under section 24(3) or section 321(4) (whichever is the later).

(2)  A proprietary company shall also deliver to the Registrar with its annual return- -

(a)    a certificate of solvency signed by its auditor containing the statements and opinion by the auditor of the company required by this section, and made with reference to the state of the company's assets and liabilities at the date on which the balance sheet of the company laid before an annual general meeting during the period to which the annual return relates was made out (in this section referred to as the company's last balance sheet) ; and

(b)   a certificate signed by each director and the auditor of the company that the said certificate agrees with the balance sheet and profit and loss account of the company laid as aforesaid.

(3)   A certificate of solvency shall : —

(a)   state the amounts shown in the company's last balance sheet as the total values respectively of the company's fixed assets, current assets and investments ;

(b)   state the amount shown in the company's last balance sheet as the total amount of the company's debts and liabilities accrued due at, or accruing due within one year after, the date as at which the balance sheet is made out, and the amount so shown as the total amount of the company's other debts and liabilities ; and

(c)    state whether, in the opinion of the auditor of the company, the company was, at the date as at which its last balance sheet was made out, able or unable to pay its debts and, liabilities as they fall due.

(4)  If the company does not hold an annual general meeting in the year to which the annual return relates, the certificates required by the last foregoing subsection shall be modified so as to refer to the balance sheet or the balance sheet and profit and loss account (as the case may be) copies of which were sent to the shareholders of the company in compliance with section 141(1) during the period to which the annual return relates.

(5)  If the auditor of the company refuses to give or sign either of the certificates mentioned in subsection (2), the certificate delivered to the Registrar under subsection (1) shall contain a statement to that effect, and the annual return with which it is delivered shall have annexed thereto the documents specified in section 115(1). A company which delivers an annual return accompanied by such a certificate under subsection (1) containing that statement and by the documents specified in section 115(1) shall then be deemed to have complied with the requirements of this section.

117. If—

(a)   a director or secretary of a company signs an annual return delivered to the Registrar which contains any statement which is false, deceptive or misleading, or which omits any matter required to be included therein by this Ordinance ; or

(b)   a director or secretary delivers, or concurs in the delivery of, any document to the Registrar with an annual return, and that document purports to be a copy of an account or document required to be so delivered by section 115 or section 116{5), but is not an accurate and complete copy thereof ; or

(c)   a director, secretary or auditor signs, or delivers to the Registrar, or concurs in the delivery to the Registrar of, a certificate required by section 116 which contains a statement of fact which is false misleading or deceptive, or an opinion which he has no reasonable ground to believe to be accurate ; he shall be guilty of an offence punishable by a fine not exceeding ten thousand rupees or by imprisonment for not more than two years, or by both such fine and imprisonment.