New Annual Return Form MGT-7A for OPCs & Small Companies

Recently, Ministry of Corporate Affairs (MCA) on 5th March, 2021 issue two notifications:-

First Notification is with regard to notify the date of applicability of amendment in Section 92 of Companies Act, 2013 (CA, 2013) which deals with Annual Return of the Company and was made by Companies (Amendment) Act, 2017  but was not been notified yet and

Second Notification is concern with consequential amendment in Companies (Management and Administration) Rules, 2014 to provide that One Person Company (“OPC”) and Small Company shall file the Abridged Annual Return from Financial Year 2020-21 onward in Form MGT-7A.

In exercise of the powers conferred by sub-section (2) of section 1 of the Companies (Amendment) Act, 2017, the Central Government has appointed the day of 5th March, 2021 as the date on which the provisions of clause (i) of section 23 of the said Act shall come into force. It is pertinent to mention that MCA has enforced the much-awaited amendments made by clause (i) of Section 23 of the Companies (Amendment) Act, 2017 w.e.f 5th March, 2021 under which the requirements related to disclosing indebtedness [under clause (c) of Section 92(1)] and details with respect to name, address, country of incorporation etc. of FIIs in the annual return of company [under clause (j) of Section 92(1)] have been omitted and also second proviso was inserted under Section 92(1) of CA, 2013. The second proviso which was earlier added by the Companies (Amendment) Act, 2017 and notified now is as under-

“Provided further that the Central Government may prescribe abridged form of annual return for “One Person Company, small company and such other class or classes of companies as may be prescribed”.

It is stated that pursuant to the notify the Companies (Amendment) Act, 2017 w.e.f 5th March, 2021, the second proviso has been enforced now, therefore, in exercise of the powers conferred by sub-section (1) and (2) of section 469 of the Companies Act, 2013, the Central Government has made amended the Companies (Management and Administration) Rules, 2014 to provide that OPC and Small company shall file the Abridged Annual Return from Financial Year 2020-21 onward in Form MGT-7A. Apart from this, the requirement related to attaching extract of Annual Return with the Board’s Report in Form MGT-9 has been done away with.

By the amendment in the Companies (Management and Administration) Rules, 2014, sub-rule (1) of Rule 11 has been substituted for –

“(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.”

Remark: As per the MCA notification Dated 5th March 2021, Form MGT-7 is now required to be filed by companies except Small and OPC.  For Financial Year 2020-21, Small and OPC will now file Form MGT-7A.