FAQs on MCA Notification for Web Link of Annual Return and Companies (Management & Administration) Amendment Rules, 2020

1. What are the effective dates of the amendment of Section 92(3) and the  Companies (Management and Administration) Amendment Rules, 2020?

Ans. Both the notifications are effective from 28th August, 2020.

2. What is the effect of notifications for amendment in Section 92(3) of the Companies Act, 2013?

Ans. On and from the 28th August, 2020 all the Companies having a website shall place a copy of the Annual Return (MGT-7) on its website. Also, a web link of the Annual Return (MGT-7) in the Board’s Report to access the Annual Return.

3. What if the Company does not have a website?

Ans. If the Company does not have a website then, it shall continue to attach a copy of the Extract of Annual Return in Form MGT-9 in its Board’s Report as prescribed in Rule 12(1) of the Companies (Management and Administration) Rules, 2014.

4. What is the effect of the notifications on the TIMINGS of preparation and filing of Annual Return in Form No. MGT-7 for the companies having a website?

Ans. Rule 11(1) of the Companies (Management and Administration) Rules, 2014 provide that:

“Every Company shall prepare its annual return in Form No.  MGT-7.

 Section 92(4) of the Act provides that:

“Every company shall file with the Registrar a copy of the annual return, 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 together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed.”

Prior to the notification of the amendment of Section 92(3), relevance as to timings of preparation and filing of e-Form No. MGT-7 was that the Company may prepare the Annual Return after AGM and file or it may prepare Annual Return before AGM and file after AGM. Only the filing shall be done within 60 days of the AGM. Now, after these notifications, the Company shall prepare the Annual Return i.e Form MGT-7 and finalise the same, as the Board’s Report shall provide a web link to access the Annual Return in MGT-7. However, the filing is allowed on after the date of AGM. Onwards now, Companies having a website shall finalise the Form MGT-7 till the date of the Board Meeting for consideration and approval of the Board’s Report and for those companies whose paid-up share capital is at least Rs. 10 crore or turnover of whose is at least Rs. 50 crore or more as on the closure of the financial year i.e 31st March of the year and for all listed companies, shall get the certification of Annual Return in Form No. MGT-8 till the date of Board Meeting (i.e MGT-8 shall now be finalised, signed and dated with UDINs by the PCS till the date of the Board Meeting for approval of Board’s Report). The effect is now the Company has to crystallize the data to be filed in Form No. MGT-7 on the date of approval of Board’s Report itself.

One issue that will be faced is how to fill in the details such as “whether AGM held or not?” & “due date date and actual date of AGM” and also “whether any extension is granted by RoC?”.

5. What is the effect on those Companies whose financial statements and/or Board’s Report are yet to be finalised and approval is due by the Board of Directors as on 28th August, 2020 for the financial year 2019-20?

Ans. For those Companies having a website and whose Board’s Report are due for approval by the Board of Directors on or after 28th August, 2020 shall comply with the notification and provide a web link in its Board’s Report.

For those Companies not having a website and whose Board’s Report are due for approval by the Board of Directors on or after 28th August, 2020 shall continue to attach a copy of an Extract of Annual Returns in Form MGT-9 to the Board’s Report.

6. Does the companies who have approved the Board’s Report before 28th August, 2020 shall revise their Board’s Report in order to comply with the notifications and place a copy of Annual Return on their websites if they have any?

Ans. No, for Companies who have already approved the Director’s Reports before 28th August, 2020 shall not be required to revise their Director’s Report as the notification is effective prospectively and not retrospectively.

The MCA notifications can be accessed here:

Title Notification No. Date
Companies (Management and Administration) Amendment Rules, 2020 Notification No. G.S.R. 538(E) 28/08/2020
Provisions for Placement of annual return on website of company notified Notification No. S.O. 2920(E) 28/08/2020

Prepared by: – CS Tejas Patel, Practicing Company Secretary, Ahmedabad, E-mail: cstejas.compliance@gmail.com

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2 Comments

  1. Parbat says:

    Hi
    In the Notification they have mentioned extract of Annual Return i.e. Form MGT-9 and in your article you are saying that link to be provided of Form MGT-7. How is it possible? Can you elaborate. Thanks

    1. Tejas_7619 says:

      Dear Reader,

      The amended sub-section (3) of Section 92 of the Companies Act, 2013 as amended by Clause (ii) of Section 23 of the Companies (Amendment) Act, 2017 which is effective from the date 28th August, 2020 reads as follows:

      “(3) 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.”

      Please focus that the words are “annual return” and “such annual return”, and as per Rule 11 of the Companies (Management and Administration) Rules, 2014 says “Every Company shall prepare its Annual Return in Form No. MGT-7”.

      By harmonising the provisions, we conclude that any Company having a website shall place all such particulars which are filed in Form No. MGT-7 shall be placed on the website ultimately it should be your Annual Return and not an Extract in Form MGT-9. Rule 12(1) read with its proviso says that Form No. MGT-9 is applicable to those companies who are not having a website and consequently cannot place its annual return on website, they are still required to prepare an Extract of Annual Return in Form No. MGT-9 and attach with its Board’s Report. As per proviso to Rule 12(1) those companies who are placing its Annual Return on its website and providing a web link in its Board’s Report as per Section 92(3) shall not be required to attach MGT-9 in its Board’s Report.

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