New e-form MGT-7A and revised e-form MGT-7 is now available in line with the Companies (Management and Administration) Amendment Rules, 2021 at MCA portal.
A. BACKGROUND-
Every company in India needs to prepare the Return under section 92 sub-section-1, called Annual Return.
No company enjoys any exemption from the preparation of the Annual Return, whether the One Person Company, Small Company, Private Company, Public Company, or Not for Profit Company, etc.
Section 92 sub-section 1 also provides the content of the Annual Return. The Annual Return contains details such as the address of the registered office of the company, principal business, details regarding joint venture, subsidiary, and holding companies, shares, debentures, directors’ detail, shareholding pattern etc., of the company.
B. ANNUAL RETURN-
(1) Every company shall prepare its annual return in Form No. MGT.7.
(2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8.
C. AMENDMENT-
Ministry of Corporate Affairs has issued a Notification on March 05, 2021 as Companies (Management and Administration) Amendment Rules, 2021, Chapter VII of the Companies Act, 2013. These rules came into effect from March 05, 2021. CompaniesMgmtAdminAmndtRules_11032021.pdf (mca.gov.in)
Amendment in Rule 11 i.e. “Annual Return”: in rule 11 sub rule 1 has been substituted
Old Sub Rule:
Every company shall prepare its annual return in Form No. MGT.7.
The following sub-rule shall be substituted, namely
Every company shall file its annual return in Form No.MGT-7 except
- One Person Company (OPC) and
- Small Company.
{One Person Company and Small Company shall file annual return from the financial year 2020-2021 onwards in Form No.MGT-7A.}
One Person Company :
As per Section 2(62) “One Person Company” means a company which has only one person as a member.
Small Company:
As per Section 2(85) “small company” means a company, other than a public company,—
(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees;[and]
(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees:
Provided that nothing in this clause shall apply to—
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act;
D. HIGHLIGHTS OF MGT-7A:
- MGT-7A is the abridged form of MGT-7
- Company have to select the applicability out of two – a) OPC, b) Small Company
- Details of shares/ debenture transfer – not applicable on OPC
- Details of board meeting – not applicable on OPC
- Break up of Share capital – not applicable on OPC
- Details of shares/ debenture transfer – not applicable on OPC
- Shareholding pattern (promoter /non promoter) – not applicable on OPC
- Member/other meeting details – not applicable on OPC
- Date of AGM – not applicable on OPC
- Details of Associate/ holding/ subsidiary – not applicable on OPC
- Details of unclassified share – not applicable on OPC
- Break up of Share capital – not applicable on OPC
- No need to mention details of holding/ subsidiary for Small Company
E. CONCLUSION
This form is introduced considering the Purpose of ease of doing business and compliance. Further, the revised MGT-7 poses for additional disclosures.
After the Notification issued by Ministry of Corporate Affairs dated March 05, 2021 every Company incorporated in India as a Small company or One Person Company or Converted into a Small Company or a One Person Company, has to file its Annual Return in e-Form MGT-7A.
All companies other than Small Company and OPC formed under Companies Act, 2013 has to file their Annual Return in Form MGT-7 which has been recently revised by the Ministry of Corporate Affairs (MCA).
The Key Highlights of revised MGT-7 is :
- ISIN of equity shares of Company
- Details of stock exchange where Share are listed,
- CIN & Name of RTA,
- Date of listing with details
- Indebtedness has been removed from MGT-7 (as the same has been covered in financial statement)
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The article has been contributed by:
Manager Secretarial
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