Recent Amendments In Annual Return filing in Form MGT-7

INTRODUCTION

Annual return is the significant document which is required to be filed by the every company with Registrar of Companies [ROC]. Annual return shall be prepared in the prescribed form ie. Form MGT-7 and it containing information like details regarding registered office, principal business activities, shares debentures and other securities and shareholding pattern, details of promotors directors and key managerial personnel, meeting of board, general and committees and so on.

Time limit for filing Annual return :-

According to the section 92 of the Companies Act 2013 every company shall required to file its annual return with Registrar within 60 days from the date Annual General Meeting held or where there is no Annual General Meeting held in any year then within 60 days from the date on which the Annual General Meeting should have been held together with statement specifying the reason for not holding the Annual General Meeting.

RECENT AMENDMENTS

1. Publishing of annual return on the website of the company.

The Ministry of Corporate affairs amended the provisions of Section 92 [3] of the Companies Act 2013 with effect from 28^th August 2020.The amended provision states that :

‘Every company shall place a copy of the annual return on the websites of the company if any and the web link of such annual return shall be disclosed in the Boards report’’

• So it is clarified that if the company have website then it should publish annual return in form MGT 7 on the website and the web link should be disclosed in the boards report made under section 134.
• Earlier it states that extract of the annual return ie. MGT 9 should be part of boards report. Now it states that annual return ie MGT 7 should be published on the website if any. Now it can be concluded in the way that FORM MGT 9 no longer required to be form as a part of Boards report.
• It also clarified that if the company does not have website, then they are not required disclose annual return details in boards report.
• In case the company have website, it is necessary to prepare annual return in form MGT 7 before the board’s reports are prepared and publish the same on the website of the company and the web link should be incorporated in the board’s report for adoption as well as circulation among the members of the company.

2. Abridged Annual Return for Small companies and One person Companies

The Ministry of Corporate affairs introduced abridged annual return for the small companies and one person companies from the financial year 2020-21 onwards. The abridged annual return shall be in the form MGT- 7A.

Note :- One person company is special type of private company which have only one member and small company means, ‘company other than public company which having paid up capital not exceeding Rs. 2 crores and Turnover as per the profit and loss account of the immediately preceding financial year does not exceed Rs.20 crores’.

The following are the key changes in abridged annual return as compared to existing annual return :-

1. Details of indebtness is excluded.

2. Composition of the board of directors is not required to be disclosed.

3. Details of directors and key managerial personnel as on the closure of the financial year and particulars of change in directors and KMP during the year also not required to be disclosed.

4. Also certification from practicing company secretaries is not required.

Conclusion

In line with the above it is clear that the ministry of corporate affairs tries to simplify the proceedings in relation to publishing of annual return and for small companies and One person Companies it is a welcome move by the MCA to publish abridged annual return in place of detailed annual return as prescribed under the Act.

The annual return is to be certified by the company secretary if the company have company secretary or otherwise practicing company secretary. Section 92[6] of the companies Act 2013 provides if the company secretaries in practice certifies the annual return otherwise than in conformity with the requirements of section 92 and rules made thereunder, he/she shall be liable to penalty of Rs.2,00,000/.

Hence it is important to comply with the provision of section 92 and its amendments while preparing annual return of the company in coming years.