Section 92 of the Companies Act, 2013 (CA, 2013) obliges every company to prepare an annual return every year and file the same with the Registrar of Companies within 60 days of the date of Annual General Meeting (AGM) in E-form MGT-7 of Companies (Management and Administration) Rules, 2014 (MGT Rules). It was provided by section 92(3) that the board’s report of every company shall contain an extract of annual return in Form- MGT-9 of MGT Rules, however w.e.f. 28th August, 2020 the said provision was amended vide Companies Amendment Act, 2017 and the amended provision is under:
“Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report.”
Moreover section 134(3) of CA, 2013 provides a list of contents of the board’s report which inter alia provides that the board’s report of a company shall contain “the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed.”
Rule 12 of MGT Rules:
“(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 web link 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.”
To differentiate these two documents, we need to consider the contents to be disclosed in these documents:
Contents of MGT-9
i. Principle business activities.
ii. Particulars of holding, subsidiary, and associate companies.
iii. Shareholding Patterns.
iv. Shareholding pattern of promoters, directors, and KMP and changes occurred therein during the previous year.
v. Shareholding pattern top ten shareholders other than Directors, promoters, and ADR & GDR holders.
vii. Remuneration of directors and KMP.
viii. Details regarding penalties, punishment, and compounding of offenses.
Contents of MGT-7
i. All contents of MGT-9,
ii. Details of transfer of shares/ securities.
iii. Board composition and changes therein.
iv. Details of share capital and any alteration therein.
v. No. of Promoters and shareholders.
As aforesaid annual return contains more information than its extract, however, the style of disclosing information in Form- MGT-9 is more robust than Form MGT-7.
We need to understand that the dates of preparation of board’s report and annual return are different, as the board’s report is prepared before the date of AGM and the other is prepared after that. Let us understand this with the following image:
Practices followed by Corporates.
Wipor Limited in its board’s report has placed extra of annual return and the weblink of the annual return MGT-7 of the year ending 2019, whereas the board’s report of Ansal Housing Limited has disclosed extract of annual return and weblink of extract of annual return. In consideration of the practices followed by the top companies, a Company having website should disclose both the extract of Annual Return and a weblink where the company is providing its extract of annual return.
Author – CS Yash Jain, any person may contact me at [email protected] for any kind of suggestions and discussion.
Disclaimer: The contents of this article are for information purposes only and do not constitute advice or legal opinion and are personal views of the author. This article is just based on a little research done by the author. Readers are requested to check and refer to relevant provisions of the statute, latest judicial pronouncements, circulars, clarifications, etc. before acting based on the above article.