Companies (Management and Administration) Amendment Rules, 2021 – MCA notifies new FORM NO. MGT-7 – Annual Return (other than OPCs and Small Companies and FORM NO. MGT-7A – Abridged Annual Return for OPCs and Small Companies for Financial Year 2020-21.

Amendment in Companies (Management and Administration) Rules, 2014 w.e.f 05.03.2021

This is to inform you that the Central Government has prescribed an abridged form of annual return for “OPC and small company” by amending the provisions of Companies (Management and Administration) Rules, 2014 which shall come into force from 05th March, 2021. The Analysis of Pre and post amendment are as follows:

S No. Rule Prior Amendment Post Amendment
1 Rule 11(1) of the Companies (Management and Administration) Rules, 2014 Every company shall prepare its annual return in Form No. MGT.7. Every Company shall file its annual return in Form no- MGT-7 except One Person Company (OPC) and Small Company.

OPC and small company shall file annual return from the FY 2020-21 onwards in Form No-MGT-7A.

2 Rule 12 of the Companies (Management and Administration) Rules, 2014 (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.

(2) A copy of the annual return shall be filed with the Registrar with such fee as may be specified for the purpose.

A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose.
3 Rule 20, after proviso in sub rule (2) of the Companies (Management and Administration) Rules, 2014 Explanation- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are prescribed by the Central Government for regulation of such class of companies Explanation I- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are made by the Central Government for regulation of such class of companies

Explanation-II has been inserted which defines the following expressions
1. Agency
2. Cut-off date
3. Cyber security
4. Electronic voting system
5. Remote e-voting
6. Secured system
7. Voting by electronic means

Accordingly, w.e.f. 05.03.2021 every company, except OPC and small company, shall file its annual return in Form No- MGT-7 whereas OPC and small company shall file their annual return from FY 2020-21 in Form no- MGT-7A.

Further, the requirement of attaching the extract of the annual return with the Board’s Report shall be in Form No. MGT.9. has been omitted in Rule 12 of the said rules.

Furthermore, in Rule 20, explanation-II has been inserted defining the terms- agency, cut-off date, cyber security, electronic voting system, remote e-voting, secured system, voting by electronic means.

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION

New Delhi, 05 March, 2021

G.S.R. 159(E).– In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Management and Administration) Rules, 2014, namely:-

1. Short title and commencement.- (1) These rules may be called the Companies (Management and Administration) Amendment Rules, 2021.

(2)  They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Management and Administration) Rules, 2014, (herein after referred as the said rules), in rule 11, for sub-rule (1), the following sub-rule shall be substituted, namely:-

“(1) 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”;

(a). in the said rules, for rule 12, the following rule shall be substituted, namely,-

“12.Filing of Annual Return with Registrar.- A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose.”.

(b) in the said rules, in rule 20, after proviso in sub-rule (2), the following explanations shall be numbered namely,_

“Explanation-I.- For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are made by the Central Government for regulation of such class of companies.

Explanation-II.- For the purposes of this rule, the expression-

(i) `agency’ means the National Securities Depository Limited, the Central Depository Services (India) Limited or any other entity approved by the Ministry of Corporate Affairs subject to condition that the National Securities Depository Limited, the Central Depository Services (India) Limited or such other entity has obtained a certificate from the Standardisation Testing and Quality Certification Directorate, Department of Information Technology, Ministry of Communications and Information Technology, Government of India including with regard to compliance with parameters under Explanation (vi);

(ii) ‘cut-off date’ means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means or in the general meeting;

(iii) `cyber security’ means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosures, disruption, modification or destruction;

(iv) ‘electronic voting system’ means a secured system based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralised server with adequate cyber security;

(v) ‘remote e-voting’ means the facility of casting votes by a member using an electronic voting system from a place other than venue of general meeting’

(vi) ‘secured system’ means computer hardware, software, and procedure that-

(a) are reasonably secure from unauthorised access and misuse;

(b) provide a reasonable level of reliability and correct operation;

(c) are reasonably suited to performing the intended functions; and

(d) adhere to generally accepted security procedures;

(vii) ‘voting by electronic means’ includes “remote e-voting” and voting at the general meeting through an electronic voting system which may be the same as used for remote e-voting.”.

(c). in the said rules , for Form No.MGT-7, the following forms No.MGT-7 and MGT-7A shall be substituted, namely:-

Form MGT-7

FORM NO. MGT-7

Annual Return (other than OPCs and Small Companies)

[Pursuant to sub-section (1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Management and Administration) Rules, 2014]

FORM NO. MGT-7A

Abridged Annual Return for OPCs and Small Companies

[Pursuant to sub-section (1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11 of the Companies (Management and Administration) Rules, 2014]

Download Form No MGT-7 Annual Return (Other than OPCs and Small Companies)

F.No. 01/34/2013 CL-V (Pt-II)]

K.V.R.Murty, Joint Secretary.

Note: The principal notification was published in the Gazette of India, Part II, Section 3, Sub-section (1) vide number G.S.R. 260(E) dated 31st March, 2014 and subsequently amended vide the following notifications:-

Serial Number Notification Number Notification Date
1. G.S.R. 415 (E) 23.06.2014
2. G.S.R. 537 (E) 24.07.2014
3. G.S.R. 669 (E) 28.08.2015
4. G.S.R. 737 (E) 24.09.2015
5. G.S.R.862 (E) 16.11.2015
6. G.S.R.908 (E) 23.09.2016
7. G.S.R.175 (E) 16.02.2018
8. G.S.R. 560 (E) 13.06.2018
8. G.S.R. 538 (E) 28.08.2020

Source- MCA & ICAI

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One Comment

  1. Naveenkumar says:

    The amendment in Rule 12 of the Companies (Management and Administration) Rules, 2021 says, 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.

    After amendment, MGT-9 is not required to be prepared whether the Company have website or not. Now, it only says about annual return, the Companies are not required to prepare MGT-9.

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