Tag Archives: annual return.

annual return for small/ OPC company

MCA has vide its notification dated 5th March, 2021 amended the Companies (Management & Administration) Rules, 2014 as follows:

Rule 11(1) has been amended to provide that every company shall file its annual return of shareholders, directors, loans, etc .in form MGT-7 except small companies and one person companies which shall the same in form MGT-7A. The format of form MGT-7A has been given in the annexure.

Rule 12, which had the heading “Extract of annual return” has been replaced with a new rule having a new heading “Filing of annual return with the Registrar”. The earlier rule 12 required extract of annual return in form MGT-9. That form MGT-9 has ostensibly been eliminated. There is no mention of requirement of posting the contents of MGT-9 in the website of the company. That particular requirement has also apparently been done away with.

The next amendment is in Rule 20 which pertains to voting through electronic means.

A new explanation II has been added to proviso to sub-Rule (2) of Rule 20 which covers basically the definition of agency, cut off date, cyber security, electronic voting system, remote e-voting, secured system, voting by electronic means.

Cut off date means a date not earlier than seven days before the date of the general meeting, for determining eligibility to vote by electronic means or in the general meeting.

Other definitions are technical in nature and therefore not reproduced here.

Copy of the notification can be found on the MCA site. i.e. http://www.mca.gov.in

Simultaneously, the section 92 of the Companies act, 2013 has also been amended vide Companies Amendment Act, 2017 which was notified on 5th March, 2021. Vide this amendment, the requirement of inputting indebtedness of the company as on financial year end date has been removed. Secondly in the case of Foreign Institutional Investors, their names, addresses, countries of incorporation, registration & percentage of shareholding held by them need not be mentioned in the annual return. And then it has brought in a proviso giving powers to the central government to formulate a separate format of annual return for small companies and one person companies.

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The CBIC has vide a tweet dated August 31, 2020 extended the last date for filing of GSTR-4 for FY 2019-20 to 31st October, 2020. GSTR-4 is an annual return to be filed by a composition dealer by 30th April following the financial year. A composition dealer is required to file only one return in a year unlike others who have to file several returns during the year.

Notification will be issued by CBIC

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annual return

MCA has vide its notification dated 28th August, 2020 amended the relevant provisions of Companies (Management & Administration) Rules, 2014 by directing that where a company has posted its annual return in form MGT-9 on its website, then it need not attach the same annual return as part of its Board report on the financials of the company.

Hitherto, every company was required to attach a form MGT-9 which gives details of the company promoters, principal business activities, particulars of holding, subsidiary, associate companies, shareholding pattern of promoters, directors, key managerial personnel, indebtedness, remuneration of directors, key managerial personnel, penalties, compounding of offences if any by the company during the relevant financial year.

Every year, the company was required to make this annual return in form MGT-9 and attach it to the Board report. Now the MCA has given an option to companies to post this data on their website and give only a weblink, where the shareholders can access the same to view it.

If the company posts the annual return on its website and attaches the web link on its board report, then it will be considered as compliant with the provisions of the Act & the rules.

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Revised format of annual return of foreign assets & liabilities

RBI has revised the format of annual return of foreign assets & liabilities vide its circular no. 145 dated 18th June 2014. Now the new format can be assessed by going to the site viz. http://www.rbi.org.in/home.aspx,

click on Forms

go to Fema Forms 

and download the XLS version of the form

This annual return is required to be filed by all companies who have received foreign investment and is required to be submitted online on or before 15th July 2014. The return is made out as on 31st March, 2014. 

Copy of above RBI circular can be found here viz. http://www.rbi.org.in/scripts/NotificationUser.aspx?Id=8945&Mode=0

The new format has been modified marginally and it is therefore advised to use only the new form for uploading the annual return. 


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Annual Returns under Companies Act, 2013

The annual returns of shareholders, directors and debts which was made out in Schedule V and covered by section 159 to section 162 of the Companies Act, 1956 is now covered by section 92 of the Companies Act, 2014 and Rule 11 of the Companies (Management and Administration) Rules, 2014

Section 92 of the Act

1) The annual return is now required to be made as at the close of the financial year instead of as at the AGM date as hitherto;

2) It contains substantially more information than what was covered by Schedule V. It covers the following information, viz.

(a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
(b) its shares, debentures and other securities and shareholding pattern;
(c) its indebtedness;
(d) its members and debenture-holders along with changes therein since the close of the previous financial year;

(e) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees along with attendance details;
(g) remuneration of directors and key managerial personnel;
(h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
(i) matters relating to certification of compliances, disclosures as may be prescribed;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and
(k) such other matters as may be prescribed,

The annual return is required to be signed by a Director AND company secretary or where there is no company secretary, by a company secretary in practice. The format of annual return is in form MGT 7.

A One Person Company and a small company shall have its annual return signed by a company secretary or where there is no company secretary by a Director of the company. 

Small company means a company other than a public company with paid up share capital of upto Rs.50 lakhs OR turnover of Rs.2 crores. The government may specify higher limits for a small company but it cannot exceed paid up share capital of Rs.5 crores or turnover of Rs.20 crores. 

The annual return by a listed company or a public company with paid up share capital of Rs.10 crores or more OR turnover of Rs.50 crores or more shall be mandatorily certified by a Company Secretary in Practice and the Certificate shall in form MGT 8.

An extract of the annual return is required to be attached to and shall form part of the Board report. This form of annual return is in form MGT 9.

The time period for filing the annual return is the same as at present i.e. within 60 days from the date of the annual general meeting. 

To summarise, Annual Return of 

One Person Company/ Small company – to be signed by the Company Secretary and in its absence, Director. 

Companies with paid up capital between Rs.50 lakhs and upto Rs.10 crores OR turnover upto Rs.50 crores – Director and Company Secretary and where there is no Company Secretary, by Company Secretary in Practice.

Listed companies and companies with paid up capital above Rs.10 crores or turnover above Rs.50 crores – certification by a Company Secretary in Practice.   

Section 93

Every listed company is also required to file a return in form MGT.10 regarding changes in the shareholding of promoters and top ten shareholders within 15 days of such change. This is a new requirement under the Companies Act. 





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