Analysis of MCA amendments vide notifications dated 5th March 2021

MCA on 5 March. 2021 has made some amendments with 3 different notifications. 

Let us know about those amendments through this article. 

Summary of amendments made 

♣ Provisions of Section 23(1) to be made applicable w.e.f. 5 March, 2021 

♣ Insertion of Option for Aadhaar Authentication for GST Registration for Company Incorporation 

♣ Omitting the requirement of attaching Form No. MGT-9 to Board report 

♣ Inserting new Form MGT 7 A for Annual return of OPC and Small company

♣ Insertion of New definitions in Explanation of Rule 20 

Analysis of MCA Notifications dated 5th March, 2021 

Notification 1- Commencement of Provisions

Notification analysis 

Section 23(1) Provisions shall become applicable w.e.f. 5 March, 2021

Effective date

05 March, 2021 

Notification Link : MCA notifies amendment in Section 92 of Companies Act 2013

Notification 2- Companies (Incorporation) Third Amendment Rules, 2021 

Amendments in- 

Companies (Incorporation) Rules. 2014 

Amended Rules-

Companies (Incorporation) Third Amendment Rules, 2021 

Amended Provisions 

Following shall be inserted in Form INC-35 AGILE PRO (Part of SPICE+) Serial No. 12 – End of Table(A)-

Do you wish to perform Aadhaar Authentication for GSTIN Registration-

YES or NO 

Effective date

Date of Publication in the Official Gazette

Notification Link : MCA enables Aadhar authentication for GSTIN on Company Incorporation

Notification 3: Companies (Management and Administration) Amendment Rules, 2021 

Amendments in- 

Companies (Management and Administration) Rules. 2014 

Amended Rules-

Companies (Management and Administration) Amendment Rules, 2021 

Amendment 1: Rule 11- Annual Return 

Existing Provisions

 (1) Every company shall prepare its annual return in Form No. MGT.7.

Amended Provisions 

(1) Every company shall file its annual return in Form No. MGT 7 except One person company and Small company shall file annual return from the Financial Year 2020-21 onwards in Form No. MGT 7A

Amendment 2: Rule 12- Extract of Annual return

Existing Provisions 

 (1) The extract of the annual return to be attached with the Board’s Report shall be in Form No. MGT.9 

Provided that a company shall not be required to attach the extract of the annual return with the Board’s report in Form No. MGT.9, in case the weblink of such annual return has been disclosed in the Board’s report in accordance with sub-section (3) of section 92 of the Companies Act, 2013 

(2) A copy of the annual return shall be filed with the Registrar with such fee as may be specified for the purpose.

Amended provisions 

Following Rule shall be substituted for Rule 12 

Rule 12- Filing of Annual Return with Registrar 

A copy of the annual return shall be filed with the Registrar with such fee as may be specified for this purpose.

Amendment 3: Rule 20- Voting through Electronic Means- Clause 2 (Explanations)

Existing Provisions

(2) Every company which has listed its equity shares on a recognized stock exchange and every company having not less than one thousand members shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means:

Provided that a Nidhi, or an enterprise or institutional investor referred to in Chapter XB or Chapter XC of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 is not required to provide the facility to vote by electronic means:

Explanation.- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are prescribed by the Central Government for regulation of such class of companies. 

Amended Explanations after Proviso 

Explanation-I.- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the  habit of thrift and  savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are made by the Central Government for regulation of such class of companies.

Explanation-II.- For the purposes of this rule, the expression-

(i) Agency means the National Securities Depository Limited, the Central Depository Services (India) Limited or any other entity approved by the Ministry of Corporate Affairs subject to condition that the  National Securities Depository Limited,  the Central Depository Services (India)  Limited or  such other entity has obtained  a  certificate  from  the  Standardization  Testing  and Quality  Certification  Directorate,  Department  of  Information Technology,   Ministry   of  Communications   and   Information Technology,  Government  of India  including  with  regard  to compliance with parameters under Explanation (vi);

(ii) Cut-off date means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means or in the general meeting;

(iii) Cyber   security   means   protecting   information,   equipment, devices,  computer,  computer resource,  communication device and information stored therein from unauthorized access, use, disclosures, disruption, modification or destruction;

(iv) Electronic voting system means a secured system based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favor or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralized server with adequate cyber security;

(v) Remote e-voting means the facility of casting votes by a member using an electronic voting system from a place other than venue of general meeting’

(vi) Secured  system  means  computer  hardware,  software,  and procedure that-

(a) are reasonably secure from unauthorized access and misuse;

(b) provide a reasonable level of reliability and correct operation;

(c) are reasonably suited to performing the intended functions; and

(d) adhere to generally accepted security procedures; 

(vii) Voting by electronic means includes “remote e-voting” and voting at the general meeting through an electronic voting system which may be the same as used for remote e-voting. 

Amendment 4 

(c) in the said rules , for Form No.MGT-7, the amended forms No. MGT-7 and MGT-7A shall be substituted 

Notification Link : MCA mandates new Form & MGT-7 & MGT 7A for OPC & small companies