Earlier all companies were required to prepare its annual return in Form No. MGT-7 but not MCA specified that from Financial Year 2020-21 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.

Detailed Analysis of Relevant Provisions is as under

MCA has vide  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.

Amendment in Rule 11 i.e. “Annual Return”: in rule 11 sub rule 1 has been substituted:

Old Rule:

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

[1]New Rule:

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 Two Crore rupees or such higher amount as may be prescribed which shall not be more than 32[ten crore rupees]; 3[and]

(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed Twenty crore rupees or such higher amount as may be prescribed which shall not be more than 18[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;

MGT-7A:

E-form MGT-7A required to be filed for Small Company and One Person Company:

A. Applicability:

1) It will be applicable from f.y. 2020-21 onwards. In other word it shall be applicable from the financial year end on 31.03.2021.

2) To check whether a company is small Company or not. Check the status of capital and turnover as on 31.03.2021, not on date of filing of form.

B. Features of MGT-7A

  • This is Hybrid E-Form for OPCs & Small Company
  • No need to Certify by Company Secretary.
  • Company has to select the applicability out of two – a) OPC, b) Small Company

C. Lessor Information then MGT-7

  • 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
  • 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
  • Details of board meeting – not applicable on OPC
  • Attendance of directors – not applicable on OPC
  • No need to mention details of holding/ subsidiary for Small Company

D. Attachment:

Following shall be attachment of e-form MGT-7A:-

  • List of Shareholders
  • List of Transfer of Shares if any
  • List of Debenture Holders if any

E. Certification:

E-form MGT-7A is not required to certify by Practicing Company Secretary. It can be file with DSC of Directors only.

F. Filing Fees:

Fee for filing (in case of company having share capital) Nominal Share Capital Fee applicable
Less than 1,00,000 Rupees 200
1,00,000 to 4,99,999 Rupees 300
5,00,000 to 24,99,999 Rupees 400
25,00,000 to 99,99,999 Rupees 500
1,00,00,000 or more Rupees 600

Note:-

[1] https://taxguru.in/company-law/mca-mandates-new-form-mgt-7-mgt-7a-opc-small-companies.html

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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).

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