Companies (Management and Administration) Amendment Rules, 2021[i]

The Central Government makes the Companies (Management and Administration) Amendment Rules, 2021 to amend the earlier rule of 2014 i.e the Companies (Management and Administration Rules), 2014.

Key changes are:

• Inserting new Form MGT 7A for Annual return of OPC and Small Company:

Every company shall file its annual return in Form no. MGT-7, except One Person Company and small company. One Person Company and small company shall file annual return from FY 2020-21 onwards in Form No. MGT-7A. 

• 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.

The Analysis of Pre and Post Amendments are as follow:

• Rule 11(1) of the Companies (Management and Administration) Rules, 2014[ii] states that “Every company shall prepare its annual return in the Form No. MGT. 7” whereas the amendment, 2021 suggests that “Every company shall file its annual return in the Form No. MGT-7 but except for One Person Company (OPC) and Small Company.” Both OPC and Small Company shall file annual return from the Financial Year 2020-2021 onwards in “Form No. MGT-7 A.”

• Rule 12 of the Companies (Management and Administration) Rules, 2014, states that “The extract of the annual return to be attached with the Board’s report shall be in the Form No. MGT- 9” where the Companies (Management and Administration) Amendment Rules, 2021 states that A copy of annual return shall be filed with the Registrar with such fees as may be specified for this purpose, so under this new rules annual return is to be only filed with the registrar.

• Rule 20 (after proviso in sub rule (2)) of the Companies (Management and Administration) Rules, 2014 provides an explanation. The Companies (Management and Administration) Rules, 2021 amends the explanation as Explanation II has been inserted which defines the following expression: Agency, Cut-off date, Cyber security, Electronic voting system, Remote e-voting, Secured system, voting by electronic means.

[i] The Companies (Management and Administration) Amendment Rules, 2021, Also Available At: https://mca.gov.in/Ministry/pdf/CompaniesMgmtAdminAmndtRules_05032021.pdf

[ii] The Companies (Management and Administration) Amendment Rules, 2014, Also Available at:  http://www.bareactslive.com/ACA/act2533.htm

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