Applicability of E-Form MGT-7A

The Ministry of Corporate Affairs vide Companies (Management and Administration) Amendment Rules, 2021 dated 05.03.2021, introduced a great amendment in terms of applicability of annual return for every companies. As per the amended Companies (Management and Administration) Amendment Rules, 2021, the following clause has been substituted, in rule 11 for sub-rule (1), which is read as follows:-

“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”

(The link for notification of the same has been attached herewith)

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

Let us understand in detailed about the applicability of newly introduced E-Form MGT-7A.

The Ministry of Corporate Affairs has notified an amendment in the Companies (Specification of Definitions Details) Rules, 2014 i.e Companies (Specification of Definitions Details) Amendment Rules, 2021 that came into force on 1st April 2021, according to which definition of small company has been revised, (The link for notification of the same has been attached herewith)

MCA revises threshold for paid up capital and turnover for Small Companies

Before amendment the definition of small company as per section 2(85) was read as:

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 five crore rupees; or

(ii) turnover of which as per its last profit and loss account does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than twenty crore rupees:

After the amendment the revised definition is as follows:

Small Company means a company, other than a public company of which the paid-up share capital and turnover does not exceed two crore rupees and twenty crores respectively.

After combining both the above notifications it is clearly understood that revised small companies and One Person Company shall now mandatorily file E-Form MGT-7A.

But now the next question arises, from when this e-form shall be applicable???

As per the amended Companies (Management and Administration) Amendment Rules, 2021, which was effective since 05^th March, 2021, hence shall be understood that this e-form is applicable from financial year 2020-21 onwards.

Technically speaking as per the revised definition of small companies the criteria of paid-up capital AND turnover both shall does not exceed two crore rupees and twenty crores respectively.

But practically while filing the e-form if any of the criteria is present, we are allowed to file e-form MGT-7A.

 ATTACHMENTS TO E-FORM MGT-7A

The new E-form is as same as the previous one, but there is slight difference between them apart from the fact that this new e-from is more simplified and abridged from the previous e-form, there is one more additional mandatory attachment required for MGT-7A, list of attachments are as follows:

1. LIST OF SHAREHOLDERS/ DEBENTURE HOLDERS.

2. LIST OF DIRECTORS.

There is no specific format given under Companies Act, 2013 for list of directors, Hence the specimen format for list of directors is as follows

DUE DATE FOR FILLING E-FORM MGT-7A

Ministry of Corporate Affairs has not made any modifications in the due date, Hence MGT-7A shall be filled in the same date as MGT-7 is filled, As per section 92(4) of the Companies Act, 2013 the annual return i.e. MGT-7 & MGT-7A shall be filled within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held.

Due to outbreak of COVID-19, Ministry of Corporate Affairs vide General Circular No. 22/2021 dated 29.12.2021 (link attached herewith)

levied relaxation of additional fees for filling e-forms AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 (Non XBRL) upto 15.02.2022 and for filing e-forms MGT-7 & MGT-7A upto 28.02.2022 in respect to financial year ended on 31.03.2021, now upto the above mentioned dates normal fees shall be levied which is as follows:

Thereafter Late Fees Rs. 100 per day after respective Due dates for OPC and Small Company shall be levied.

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