Company LawArticle

Abridged Annual Return for OPC and Small Company

Ministry of Corporate Affairs has issued a Notification on March 05, 2021, as Companies (Management and Administration) Amendment Rules, 2021, Chapter VII of the Companies Act, 2013. These rules came into effect on March 05, 2021.

Amendment in Rule 11 i.e. “Annual Return”: in rule 11 sub-rule 1 has been substituted:

Old Rule:

Every company shall prepare its annual return in Form No. MGT.7.

[1]New Rule:

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 the annual return from the financial year 2020-2021 onwards in Form No.MGT-7A.

One Person Company :

As per Section 2(62) “One Person Company” means a company that has only one person as a member.

Small Company:

As per Section 2(85) “small company” means a company, other than a public company,—

(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than 32[ten crore rupees]; 3[and]

(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than 18[one hundred crore rupees:

Provided that nothing in this clause shall apply to—

(A) a holding company or a subsidiary company;

(B) a company registered under section 8; or

(C) a company or body corporate governed by any special Act;

First Amendment: Amendment in MGT-7 required to be filed for Companies other than Small Company and One Person Company:

Point inserted in MGT-7*

  • ISIN of equity shares of Company
  • Details of the stock exchange where Share are listed,
  • CIN & Name of RTA,
  • Date of listing with details
  • Indebtedness has been removed from MGT-7 (as the same has been covered in the financial statement)

Second Amendment: About e-form MGT-7A required to be filed for Small Company and One Person Company:

Note:

  • It will be applicable from f.y. 2020-21 onwards. In other words, it shall be applicable from the financial year-end on 31.03.2021.
  • To check whether a company is a small company or not. Check the status of capital and turnover as on 31.03.2021, not on date of filing of the form.

Features of MGT-7A

  • This is Hybrid E-Form for OPCs & Small Company
  • The company have to select the applicability out of two – a) OPC, b) Small Company
  • Date of AGM – not applicable on OPC
  • Details of Associate/ holding/ subsidiary – not applicable on OPC
  • Details of unclassified share – not applicable on OPC
  • Break up of Share capital – not applicable on OPC
  • Details of shares/ debenture transfer – not applicable on OPC
  • Shareholding pattern (promoter /non-promoter) – not applicable on OPC
  • Member/other meeting details – not applicable on OPC
  • Details of board meeting – not applicable on OPC
  • Attendance of directors – not applicable on OPC
  • No need to mention details of holding/ subsidiary for Small Company

[1] http://www.mca.gov.in/Ministry/pdf/CompaniesMgmtAdminAmndtRules_11032021.pdf

CS Divesh Goyal

CS Divesh Goyal is a Fellow member of ICSI, Practicing Company Secretary, and Steering Voice in the Corporate World. He is a Prop. at Goyal Divesh & Associates, Company Secretaries. He is a competent professional having enrich 6 years post qualification experience as Company Secretary with expertise in Corporate Law, FEMA, IBC, SEBI, RBI. He has written more than 600 editorials on Companies Act, 2013 to keep at pace with the latest changes and critically analyse the implications of various provisions of the Companies Act, 2013, Insolvency & Bankruptcy Code, 2016, FEMA, RBI, SEBI etc. He is a vibrant, sought after, and spellbinding speaker and has delivered more than 200 sessions on various aspects of Company Law at ICSI, ICAI, and online platforms. Apart from his passion for his work he also believes in elevating his profession and for that dream

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